<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 333-14075-01
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A SALE AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 30, 1996 PROVIDING FOR THE ISSUANCE OF TMS AUTO
GRANTOR TRUST, SERIES 1996-2) AND TMS AUTO HOLDINGS, INC.
THE MONEY STORE INC. AND
TMS AUTO HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY Applied For
---------- ---------------
(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 SEPTEMBER 13, 1996.
<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 September 13,
1996.
Item 2. PROPERTIES
----------
Reference is made to the Annual Compliance Certificate attached on
Exhibit 20 hereto.
Reference is made to the Annual Statement attached on Exhibit 13
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 Securities as of January 31, 1997:
26
- ---
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 September 13,
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 September 13,
1996.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Reference is made to the Annual Compliance Certificate attached on
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 September 13,
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 September 13,
1996.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following information is furnished as of January 31, 1997 as to
each Securityholder of record of more than 5% of the Securities:
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Security of Class
Beneficial
Owner
<S> <C> <C> <C>
TMS Auto Trust, Series 1996-2, Class A-1 Chase Manhattan Bank 44,620,000 75
Two Chase Manhattan
4 New York Plaza, 4th Floor
New York, NY 10004
SSB -Custodian 14,800,000 25
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Auto Trust, Series 1996-2, Class A-2 Chase Manhattan Bank 21,000,000 31
Two Chase Manhattan
4 New York Plaza, 4th Floor
New York, NY 10004
Chase Manhattan/Chemical 28,000,000 42
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
NBD Bank 6,000,000 9
611 Woodward Avenue
Detroit, MI 48226
Smith, Barney, Harris, 10,000,000 15
Upham
& Co.,Inc.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
TMS Auto Trust, Series 1996-2, Class A-3 Huntington National Bank 975,000 14
41 South High Street
Columbus, OH 43287
Imperial Trust Co. 365,000 14
201 North Figueroa Street,
Suite 610
Los Angeles, CA 90012
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Tile of Class Name and Address of Amount of % of
Beneficial Owner SEcurity of Class
Beneficial
Owner
<S> <C> <C> <C>
SSB-Custodian 4,665,000 67
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
$7,000,000 6.435% Asset Backed Huntington National Bank 975,000 14
Certificates 41 South High Street, 10th
Floor
Columbus, OH 43287
Imperial Trust Co. 365,000 5
201 North Figueroa St,
Suite
610
Los Angeles, CA 90012
SSB-Custodian 4,665,000 67
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
</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
September 13, 1996.
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
1. The financial statement of Financial Security Assurance Inc. (the
surety provider) contained in the annual report on form 10-k of Financial
Security Assurance Holdings Ltd. for the period ended December 31, 1996 and
filed with the SEC on March 24, 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.
<PAGE>
(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 day of March, 1997.
TMS AUTO HOLDINGS INC., as Seller
BY: /s/ Marc Turtletaub
-----------------------------
MARC TURTLETAUB
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 day of March , 1997.
BY: /s/ J. Tom Jones
------------------------------
J. TOM JONES
PRESIDENT
DIRECTOR
BY: /s/ Morton Dear
------------------------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
DIRECTOR
BY: /s/ William Epstein
------------------------------
WILLIAM EPSTEIN
DIRECTOR
<PAGE>
EXHIBIT 13
TMS AUTO RECEIVABLES TRUST 1996-2
$59,600,000 Class A-1 5.6375% Money Store Asset Backed Notes
$121,400,000 Class A-2 Floating Rate Asset Backed Notes
$67,000,000 Class A-3 6.85% Asset Backed Notes
$7,000,000 7.1% Asset Backed Certificates
THE SALE AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 30, 1996, THE MONEY STORE AUTO FINANCE INC.
REPORTS THE FOLLOWING INFORMATION PERTAINING
as of or for the year ended December 31, 1996
A. Information Regarding Monthly Distribution:
I. NOTES
(a) The aggregate amount of the distribution to
Noteholders' from the Collection Account with respect to:
Class A-1 Notes 5,724,667.15
Class A-2 Notes 542,387.61
Class A-3 Notes 348,978.52
(b) The amount of the distribution set forth in A. 1. (a)
above in respect of interest from the Collection Account:
Class A-1 Notes 228,156.25
Class A-2 Notes 542,387.61
Class A-3 Notes 348,978.52
(c) The amount of the distribution set forth in A. 1. (a)
above in respect of principal from the Collection Account:
Class A-1 Notes 5,496,510.90
Class A-2 Notes 0.00
Class A-3 Notes 0.00
(d) The amount of such distribution payable out of amounts
withdrawn from the Spread Account or pursuant to a claim
<PAGE>
on the Policy (Deficiency Claim Amount) with respect to:
Class A-1 Notes 0.00
Class A-2 Notes 0.00
Class A-3 Notes 0.00
(e) The amount of the distribution set forth in A. 1. (a)
above per $1,000 interest with respect to:
Class A-1 Notes 96.0514622
Class A-2 Notes 4.4677727
Class A-3 Notes 5.2086346
(f) The amount of the distribution set forth in A. 1. (b)
above per $1,000 interest with respect to:
Class A-1 Notes 3.8281250
Class A-2 Notes 4.4677727
Class A-3 Notes 5.2086346
(g) The amount of the distribution set forth in A. 1. (c)
above per $1,000 interest with respect to:
Class A-1 Notes 92.2233372
Class A-2 Notes 0.0000000
Class A-3 Notes 0.0000000
(h) The amount of the distribution set forth in A. 1. (d)
above per $1,000 interest with respect to:
Class A-1 Notes 0.0000000
Class A-2 Notes 0.0000000
Class A-3 Notes 0.0000000
( 1 )
A. Information Regarding Monthly Distribution:
II. CERTIFICATES
(a) The aggregate amount of the distribution to
Certificateholders' from the Collection Account: 37,537.50
(b) The amount of the distribution set forth in A. II. (a)
above in respect of interest from the Collection Account:
Certificates 37,537.50
<PAGE>
(c) The amount of the distribution set forth in A. II. (a)
above in respect of principal from the Collection Account:
Certificates 0.00
(d) The amount of such distribution payable out of amounts
withdrawn from the Spread Account or pursuant to a claim
on the Policy (Deficiency Claim Amount) with respect to:
Certificates 0.00
(e) The amount of the distribution set forth in A. II. (a)
above per $1,000 interest with respect to:
Certificates 5.3625000
(f) The amount of the distribution set forth in A. II. (b)
above per $1,000 interest with respect to:
Certificates 5.3625000
(g) The amount of the distribution set forth in A. II. (c)
above per $1,000 interest with respect to:
Certificates 0.0000000
(h) The amount of the distribution set forth in A. II. (d)
above per $1,000 interest with respect to:
Certificates 0.0000000
B. Information Regarding the Performance of the Trust:
1. POOL, NOTE AND CERTIFICATE BALANCES
on the last day of the preceding Monthly Period
196,418,552.57
(b) The Class Note Balances as of the close of business
<PAGE>
on the last day of the preceding Monthly Period, after
giving effect to payments allocated to principal set
forth in Paragraph A. 1. (c) above wtih respect to:
Class A-1 Notes 54,103,489.10
Class A-2 Notes 121,400,000.00
Class A-3 Notes 67,000,000.00
(c) The Class Note Factor as of the close of business on the
last day of the preceding Monthly Period with respect
to:
Class A-1 Notes 907.7766628
Class A-2 Notes 1,000.0000000
Class A-3 Notes 1,000.0000000
(d) The Certificate Balances as of the close of business
on the last day of the preceding Monthly Period, after
giving effect to payments allocated to principal set
forth in Paragraph A. II (c) above wtih respect to:
Certificates 7,000,000.00
(e) The Certificate Factor as of the close of business on the
last day of the preceding Monthly Period with respect
to:
Certificates 1,000.0000000
( 2 )
2. SERVICING FEE
<TABLE>
<S> <C>
(a) The aggregate amount of the Servicing Fee paid to the
Servicer with respect to the preceding Monthly Period
from the Collection Account 173,783.90
(b) The amount of such Servicing Fee per $ 1,000
interest 0.6815055
(c) The amount of any unpaid Servicing Fee 0.00
(d) The change in the amount of any unpaid Servicing Fee
from the previous Distribution Date 0.00
</TABLE>
3. OTHER FEES
(a) The aggregate amount of Trustee Fees paid to the Trustee
<PAGE>
from the Collection Account 208.33
(b) The aggregate amount of Insurance Premium paid to the
Security Insurer from the Collection Account
52,359.76
(c) The aggregate amount of Insurance Premium paid to the
Certificateholders' Insurer from the Collection
Account 0.00
4. PAYMENT SHORTFALLS
(a) The amount of the Noteholders' Interest Carryover
Shortfall after
giving effect to the payments set forth in
Paragraph
A. 1. (b) above with respect to:
Class A-1 Notes 0.00
Class A-2 Notes 0.00
Class A-3 Notes 0.00
(b) The amount of such Interest Carryover Shortfall
per $1,000 Interest
Class A-1 Notes 0.0000000
Class A-2 Notes 0.0000000
Class A-3 Notes 0.0000000
(c) The change in the amount of the Interest Carryover
Shortfall
from the previous Distribution Date
0.00
(d) The amount of the Principal Carryover Shortfall after
giving effect to the payments set forth in
Paragraph
A. 1. (c) above
0.00
(e) The amount of such Principal Carryover Shortfall
per $1,000 Interest 0.0000000
(f) The change in the amount of the Principal Carryover
Shortfall
from the previous Distribution Date 0.00
(g) The amount of the Certificateholders' Interest
Carryover Shortfall after
giving effect to the payments set forth in
Paragraph
A. II (b) above with respect to:
Certificates 0.00
(h) The amount of such Interest Carryover Shortfall
per $1,000 Interest
Certificates 0.0000000
<PAGE>
(i) The change in the amount of the Interest Carryover
Shortfall
from the previous Distribution Date 0.00
(j) The amount of the Principal Carryover Shortfall after
giving effect to the payments set forth in
Paragraph
A. II (c) above 0.00
(k) The amount of such Principal Carryover Shortfall
per $1,000 Interest 0.0000000
(l) The change in the amount of the Principal Carryover
Shortfall
from the previous Distribution Date 0.00
( 3 )
5. REALIZED LOSSES
(a) Realized Losses for the Period funded by the Spread Account 0.00
1. Cram Down Losses 0.00
2. Losses on Liquidated Receivables 0.00
(b) Aggregate Realized Losses, if any,
1. Preceding Monthly Period 0.00
2. Second preceding Monthly Period 0.00
6. PURCHASE AMOUNTS
The aggregate Purchase Amounts for Receivables,
if any, that were repurchased in such period 0.00
7. PAYAHEAD ACCOUNT
(a) The aggregate Payahead Balance 0.00
(b) The change in the Payahead Balance from the
previous Distribution Date 0.00
(1) The aggregate Payaheads pursuant to Section 5.3
for the Monthly Period which were transferred from
the Collection Account to the Payahead Account. 0.00
(2) The portion of the Payaheads constituting Scheduled
Payments on PreComputed Receivables or the portion
<PAGE>
that are applied to Prepay a PreComputed Receivable in
full pursuant to Section 5.3 which were transferred from
the Payahead Account to the Collection Account. 0.00
(c) The investment earnings on funds in the Payahead Account
(transferred from the Payahead to the Collection Account) and
remitted to the Seller as Supplemental Servicing Fee 0.00
8. SPREAD ACCOUNT
(a) The Spread Account balance after giving effect to
distributions made on such Distribution Date 0.00
(b) The change in the Spread Account balance on such
Distribution Date 0.00
(c) The Amount withdrawn from the Spread Account and
payable to the Certificateholders (Deficiency Claim Amount) 0.00
(d) The Amount withdrawn from the Spread Account and
payable to the Seller (Remaining Funds). 0.00
(e) The investment earnings on funds in the Spread Account
(transferred from the Spread to the Collection Account) and
remitted to the Seller as Supplemental Servicing Fee 0.00
9. THE POLICY
The amount distributable from the Policy and payable to the
Noteholders, after giving effect to withdrawals from the
Spread Account (Deficiency Claim Amount) 0.00
The amount distributable from the Policy and payable to the
Certificateholders, after giving effect to withdrawals from the
Spread Account (Deficiency Claim Amount) 0.00
10. THE NOTICES
<PAGE>
<TABLE>
<S> <C>
(a) Pursuant to Section 5.4, there is a Deficiency Claim Amount of
to be withdrawn from the Spread Account to fund the
amount payable on the related Distribution Date for items (i) thru
(vi) of Section 5.6 (b) $0.00
(b) Pursuant to Section 5A.1, there is a Deficiency Claim Amount of
to be withdrawn from the Policy to fund the amount
payable on the related Distribution Date for items (i) thru (vi)
of Section 5.6 (b) $0.00
( 4 )
11. TERMINATION OF TRUST
The amount to be distributed to the Noteholders from the Collection
Account pursuant to the Termination of the Trust (Section 9.1) 0.00
The amount to be distributed to the Certificateholders from the Collection
Account pursuant to the Termination of the Trust ( Section 9.1) 0.00
12. PRE-FUND ACCOUNT
(a) The Pre-Fund Account balance after giving effect to
distributions made on such Distribution Date 49,913,352.52
(b) The Pre-Fund Account Balance per $ 1,000 interest
Class A-1 Notes 837.4723577
Class A-2 Notes 411.1478791
Class A-3 Notes 744.9754107
(c) The Amount withdrawn from the Pre-Fund Account and transferred
to the Collection Account (payable to the Noteholders) 0.00
(d) The amount of Pre-Fund Account distribution per $ 1,000
interest 0.0000000
(e) The interest earnings on funds in the Pre-Fund Account
(transferred from the Pre-Fund to the Collection Account) and
remitted to the Seller as Supplemental Servicing Fee 0.00
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(f) The Pre-Fund Account Balance per $ 1,000 interest
Certificates 0.0000000
(g) The Amount withdrawn from the Pre-Fund Account and
transferred to the Collection Account (payable to the
Certificateholders) 0.00
(h) The amount of Pre-Fund Account distribution per $ 1,000
interest 0.0000000
13. CAPITALIZED INTEREST ACCOUNT
(a) The Capitalized Interest Account balance after giving effect to
distributions made on such Distribution Date 206,950.26
(b) The Amount withdrawn from the Capitalized Interest Account
and transferred to the Collection Account (payable to the
Certificateholders and Noteholders) 206,648.57
(c) The Amount withdrawn from the Capitalized Interest Account
and transferred to the Collection Account (payable to the
Sellers) 0.00
(d) The interest earnings on funds in the Capitalized Interest Account
(transferred from the Capitalized Interest to the Collection
Account) and remitted to the Seller as Supplemental Servicing Fee 0.00
</TABLE>
14. OTHER INFORMATION I
Ratios / Rates
(a) Delinquency Ratio 2.3273%
(b) Average Delinquency Ratio 2.3273%
(c) Cumulative Default Rate 0.0282%
(d) Net Liquidation Losses 2,333.44
(e) Cumulative Net Loss Rate 0.0140%
Pursuant to Section 4.9 (b) (ii)
Trigger Event occurred as of NO
Pursuant to Section 4.9 (b) (iii)
Prior Trigger Event Deemed Cured as of 1/13/97 YES
Pursuant to Section 4.9 (b) (iv)
Insurance Agreement Event of Default NO
<PAGE>
Weighted Average Coupon Rate 19.240%
Weighted Average Remaining Terms 51.270
**NOTE** Pursuant to Section 5.2 (b)
Amount deposited into the Collection Account due to
mistaken deposits, postings or checks returned for
insufficient funds to be reimbursed to the Servicer 0.00
( 5 )
15. OTHER INFORMATION - II
i. Amounts collected by the Servicer 6,673,274.20
ii. Aggregate amount received by the Trust
from the Servicer. (exclusive of amounts in the
Spread Account, amounts received from the
Certificate Insurer and advances by the
Servicer). 6,673,274.20
iii. Reimbursements to the Certificate Insurer 0.00
iv. Amount drawn on the Policy 0.00
v. Remaining outstanding balance available
to be drawn under the Policy: 0.00
vi. Delinquency information:
Receivables that are 30 Days Delinquent 3,047,752.61
Receivables that are 60 Days Delinquent 805,103.72
Receivables that are 90 Days Delinquent 803,920.28
<PAGE>
Exhibit 20
OFFICER'S CERTIFICATE
Harry Puglisi, Treasurer of The Money Store Auto Finance Inc. (the
"Servicer"), in accordance with Section 4.10 of The Sale and Servicing Agreement
(the "Agreement") dated as of November 30, 1996 wherein The Money Store Auto
Finance Inc. is the "Servicer" states the following:
(I) the Servicer has fully complied with the provisions of Articles IV
and X;
(II) the Claims Administrator has fully complied with Section 10.1;
(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.
THE MONEY STORE AUTO FINANCE 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 andauto 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 311 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 0 fl 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 Peat 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 Mortgagee
------------------------------------------------
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
