<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 33-58128-35
The Money Store Inc. (as representative under a pooling and servicing
agreement dated as of November 30, 1996 providing for the issuance of tms asset
backed certificates, Series 1996-D) 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
---------- 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 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
-------
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:
168.
----
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.
<PAGE>
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.
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>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bear-Stearns Securities 4,500,000 7
Certificates, Series 1996-D, Class A-1 Corp./Portal
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Chase Manhattan Bank 4,000,000 6
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Investors Fiduciary Trust 51,005,000 77
Company/SSB
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
Northern Trust Co. - Trust 3,800,000 6
801 S. Canal C-In
Chicago, IL 60607
TMS Home Equity Loan Asset-Backed Bankers Trust 6,133,000 7
Certificates, Series 1996-D, Class A-2 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
Boston Safe Deposit & Trust Co. 9,000,000 10
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 5,000,000 6
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Chase Manhattan 39,250,000 6
Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Investors Fiduciary Trust 22,000,000 25
Company/SSB
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Bankers Trust 14,968,000 16
Certificates, Series 1996-D, Class A-3 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 5,425,000 6
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 55,200,000 57
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Corestates Bank N.A. 5,050,000 5
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
TMS Home Equity Loan Asset-Backed Bank of New York 7,800,000 14
Certificates, Series 1996-D, Class A-4 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 8,300,000 15
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 7,500,000 14
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
Chase Manhattan Bank 4,500,000 8
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
First Union National Bank 3,500,000 6
401 South Tryon Street
TR OPSCMG NC 1151
Charlotte, NC 28288
Northern Trust Co. - Trust 10,600,000 20
801 S. Canal C-In
Chicago, IL 60607
Wells Fargo Bank, National 7,000,000 13
Association
26610 West Agoura Road
Calabasas, CA 91307
TMS Home Equity Loan Asset-Backed Bankers Trust 27,610,000 58
Certificates, Series 1996-D, Class A-5 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
First National Bank of 4,470,000 9
Boston(The)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
TMS Home Equity Loan Asset-Backed Bank of New York 4,000,000 11
Certificates, Series 1996-D, Class A-6 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 5,500,000 15
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 10,000,000 27
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
Chase Manhattan 2,000,000 5
Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
FTNA/First Bank National 2,750,000 8
Association - Bond Dealer
First Trust Center SPFT 0913
180 East Fifth Street, 9th Floor
St. Paul, MN 55101
Investors Fiduciary Trust 5,000,000 14
Company/SSB
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
PWI CMO Account 6,000,000 16
Government Securities Clearance
1000 Harbor Blvd., 8th Floor
Weehawken, NJ 07087
TMS Home Equity Loan Asset-Backed Bankers Trust 8,214,000 18
Certificates, Series 1996-D, Class A-7 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 16,508,000 37
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Chase Manhattan Bank 16,182,000 36
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
TMS Home Equity Loan Asset-Backed Bank of New York 5,350,000 13
Certificates, Series 1996-D, Class A-9 925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank, Trust 1,825,000 5
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081
National City Bank 20,000,000 50
1900 East 9th Street
Cleveland, OH 44114
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
Northern Trust Co. - Trust 2,475,000 6
801 S. Canal C-In
Chicago, IL 60607
SSB-Custodian 6,350,000 16
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Chase Manhattan Bank 300,000,000 86
Certificates, Series 1996-D, Class A-10 Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
TMS Home Equity Loan Asset-Backed Bankers Trust 10,500,000 14
Certificates, Series 1996-D, Class A-11 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Swiss American Securities, Inc. 50,000,000 65
100 Wall Street
New York, NY 10005
TMS Home Equity Loan Asset-Backed Bankers Trust 9,590,000 28
Certificates, Series 1996-D, Class A-12 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bankers Trust 20,000,000 58
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citicorp Services, Inc. 5,000,000 14
P.O. Box 30576
Tampa, FL 33630-3576
TMS Home Equity Loan Asset-Backed Bankers Trust 15,937,000 58
Certificates, Series 1996-D, Class A-13 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of % of
of Beneficial Owner Notes of Class
Beneficial
Owner
<S> <C> <C> <C>
TMS Home Equity Loan Asset-Backed Bankers Trust 2,270,000 14
Certificates, Series 1996-D, Class A-14 c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 4,000,000 25
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Investors Bank & 3,730,000 23
Trust/M.F. Custody
89 South Street 6th Floor
Corp. Action Dept.
Boston, MA 02111
SSB-Custodian 5,909,000 37
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Chase Manhattan 10,000,000 51
Certificates, Series 1996-D, Class A-15 Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
SSB-Custodian 9,426,000 49
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
TMS Home Equity Loan Asset-Backed Boston Safe Deposit & 10,000,000 100
Certificates, Series 1996-D, Class A-16 Trust Co.
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 June 18, 1993 and the
response of the SEC dated August 4, 1993 to the no-
action request.
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-D) and subsidiaries
<PAGE>
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-D
------
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 as
of November 30, 1996, The Money Store, Inc. reports the following information
pertaining to Series 1 996-D, for the calendar year 1996 Per Section 6.10
(IX) Amount received: Interest Principal Other Servicer Fees
Pool I 2,723,392.15 3,282,346.99 39,949.68
Pool II 1,928,748.29 2,530,871.50 40,786.87
Pool III 1,229,682.52 1,683,878.42 5,075,51
Pool IV 78,327.53 3,040.58 504.80
(XIII) Class "A-1" Remittance Amount:
(A) Current Interest Requirement 345,891.08
(B) Principal Distribution Amount 4,487,105.82
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-I" REMITTANCE AMOUNT 4,832,996.90
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 448,471.74
(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 448,471.74
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 506,055.05
(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 506,055.05
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 290,116.88
(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 290,116.88
Class "A-5" Remittance Amount:
(A) Current Interest Requirement 266,333.10
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-5" REMITTANCE AMOUNT 266,333.10
Class "A-6" Remittance Amount:
(A) Current Interest Requirement 207,421.41
(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 207,421.41
Class "A-7" Remittance Amount:
(A) Current Interest Requirement 265,481.48
<PAGE>
(B) ????????????
TOTAL CLASS "A-7" REMITTANCE AMOUNT 265,481.48
Class "A-8" Remittance Amount:
(A) Current Interest Requirement 170,910.30
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-8" REMITTANCE AMOUNT 170.910.30
Class "A-9" Remittance Amount:
(A) Current Interest Requirement 233,333.33
(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 233,333.33
Pool I Remittance Amount:
(A) Current Interest Requirement 2,734,014.37
(B) Principal Distribution Amount 4,487,105.82
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL I REMITTANCE AMOUNT 7,221,120.19
Class "A-10" (Pool II) Remittance Amount:
(A) Current Interest Requirement 1,770,376.42
(B) Principal Distribution Amount 3,173,569.26
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 4,943,945.68
Class "A-11" Remittance Amount:
(A) Current Interest Requirement 382,797.08
(B) Principal Distribution Amount 2,204,464.13
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-11" REMITTANCE AMOUNT 2,587,261.21
Class "A-12" Remittance Amount:
(A) Current Interest Requirement 183,615.25
(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 183,615.25
Class "A-13" Remittance Amount:
(A) Current Interest Requirement 153,069.45
(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 153,069.45
Class "A-14" Remittance Amount:
(A) Current Interest Requirement 92,603.64
(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 92,603.64
<PAGE>
Class "A-15" Remittance Amount:
(A) Current Interest Requirement 117,365.42
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-l5" REMITTANCE AMOUNT 117,365.42
Pool III Remittance Amount:
(A) Current Interest Requirement 929,450.84
(B) Principal Distribution Amount 2,204,464.13
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL III REMITTANCE AMOUNT 3,133,914.97
Class "A-16" (POOL IV) Remittance Amount:
(A) Current Interest Requirement 59,250.00
(B) Principal Distribution Amount 28,866.14
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL IV REMITTANCE AMOUNT 88,116.14
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 58,415.57
POOL II 48,513.43
POOL III 25,089.93
POOL IV 1,636.26
(B) Contingency fee for the related due period
POOL I 58,415.57
POOL II 48,513.43
POOL III 25,089.93
POOL IV 1,636.26
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 20,833.33
POOL II 14,583.33
POOL III 7,291.67
POOL IV 416.67
(D) Amount to be deposited to the insurance account - MBIA
POOL I 50,000.00
POOL II 35,000.00
POOL III 43,750.00
POOL IV 4,583.00
(E) FHA Premium Account 6,357.14
(XXXV) OTHER INFORMATION
(A) Spread Account Balances
POOL I 0.00
POOL II 0.00
POOL III 14,004,368.00
POOL IV 600,187.20
(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
<PAGE>
(ii) The Pool Balance as of the close of business on the last preceding Monthly
Period:
POOL I 380,807,886.91
POOL II 321,665,249.49
POOL III 138,318,543.69
POOL IV 9,992,159.67
(iii) The Certificate Balance and Certificate Factor after giving effect to all
payments reported under clause (xiii) above on such dated:
POOL I 495,341,983.88 Factor .99068397
POOL II 346,997,341.04 Factor .99142097
POOL III 172,795,535.87 Factor .98841972
POOL IV 9,971,133.86 Factor .99711339
(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 Carryover Shortfall, as
applicable, from preceding Distribution Date: 0.00
(vi) The aggregate amount which is received by the Trust from the Servicer
POOL I 7,291,953.52
POOL II 4,993,529.01
POOL III 3,191,313.77
POOL IV 93,115.81
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 November 30, 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 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
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Bankers, except for minimum servicing standard V.4, which in inapplicable for
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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
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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
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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
