<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 33-98734-09
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 30, 1996 PROVIDING FOR THE ISSUANCE OF TMS
SBA LOAN-BACKED ADJUSTABLE RATE CERTIFICATES, SERIES 1996-2, CLASS A AND
CLASS B), THE MONEY STORE INVESTMENT CORPORATION, THE MONEY STORE
COMMERCIAL MORTGAGE INC. AND THE MONEY STORE OF NEW YORK, INC.
THE MONEY STORE INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 68-6127681
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
2840 MORRIS AVENUE, UNION, NJ 07083
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(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_____
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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 2, 1993 AND THE RESPONSE OF THE SEC DATED JANUARY 7,
1994 TO THE NO-ACTION REQUEST.
<PAGE>
PART I
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Item 1. BUSINESS
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Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporation Finance" dated September 2,
1993 and the response of the SEC dated January 7, 1994 to the no-action request.
Item 2. PROPERTIES
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Reference is made to the Annual Compliance Certificate attached as
Exhibit 20 hereto.
Reference is made to the Annual Statement attached as Exhibit 20
hereto.
Item 3. LEGAL PROCEEDINGS
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NONE
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
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None
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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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:
6
- -
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 2, 1993
and the response of the SEC dated January 1, 1994 to the no-action request.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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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 2,
1993 and the response of the SEC dated January 1, 1994 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
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FINANCIAL DISCLOSURE
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None.
<PAGE>
PART III
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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 2,
1993 and the response of the SEC dated January 7, 1994 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 September 2,
1993 and the response of the SEC dated January 7, 1994 to the no-action request.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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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 SBA Loan Backed Adjustable Rate The Bank of New York 12,000,000 9
Certificates, Series 1996-2, Class A 925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust 30,000,000 23
c/o BT Services Tennessee,
Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
BNY/ITC-Dealers Clearance 20,200,000 16
Special
c/o N.A. Schapiro & Co., Inc.
One Chase Manhattan Plaza
58th Fl.
New York, NY 10005
Chase Manhattan Bank/Chemical 40,000,000 31
Auto Settle Department
4 New York Plaza, 4th Fl.
New York, NY 10004
Citicorp Services, Inc. 28,000,000 22
P.O. Box 30576
Tampa, FL 33630-3576
TMS SBA Loan Backed Adjustable Rate Prudential Securities Inc. 9,800,000 100
Certificates, Series 1996-2, Class B 111 8th Avenue, 4th Floor
New York, NY 10011
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
(a) None
<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 2, 1993 and the response of the SEC dated January 7, 1994 to the no-
action request.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) 1. The financial report of Financial Security Assurance Inc. (the
certificate insurer) contained in the annual report on form 10-k for the year
ended December 31, 1996 which has been filed with the SEC by Financial Assurance
Holdings Ltd. on March 24, 1997 is hereby incorporated by reference.
2. Not Applicable.
3. Exhibits
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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 2, 1993 and the response of the SEC dated January 7, 1994 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 IINVESTMENT CORPORATION, as Representative
BY: /s/ Marc Turtletaub
---------------------
MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
BY: /s/ Paul Leliakov
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PAUL LELIAKOV
PRESIDENT
BY: /s/ Morton Dear
----------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
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
BY: /s/ Marc Turtletaub
-------------------
MARC TURTLETAUB
CHIEF EXECUTIVE OFFICER
DIRECTOR
BY: /s/ Paul Leliakov
-----------------
PAUL LELIAKOV
PRESIDENT
DIRECTOR
BY: /s/ Morton Dear
---------------
MORTON DEAR
EXECUTIVE VICE PRESIDENT/SECRETARY
DIRECTOR
<PAGE>
EXHIBIT 13
ANNUAL STATEMENT
SERVICER'S CERTIFICATE
IN ACCORDANCE WITH SECTION 6.09 OF THE POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 30, 1996, THE MONEY STORE INVESTMENT
CORPORATION REPORTS THE FOLLOWING INFORMATION PERTAINING TO SERIES 1996-2
THE YEAR ENDED 1996.
1. AVAILABLE FUNDS $2,925,907.09
2. (A) AGGREGATE CLASS A CERTIFICATE
PRINCIPAL BALANCE AS REPORTED IN THE PRIOR MONTH
130,200,000.00
(B) AGGREGATE CLASS B CERTIFICATE
PRINCIPAL BALANCE AS REPORTED IN THE PRIOR MONTH
9,800,000.00
(C) AGGREGATE POOL PRINCIPAL BALANCE
AS REPORTED IN THE PRIOR MONTH
108,321,336.47
3. PRINCIPAL PREPAYMENTS RECEIVED DURING
DUE PERIOD
(A) NUMBER OF ACCOUNTS
1
(B) DOLLARS
9,439.16
4. PRODUCT OF THE UNGUARANTEED PERCENTAGE MULTIPLIED
BY CURTAILMENTS RECEIVED DURING THE DUE PERIOD 73,411.01
5. PRODUCT OF THE UNGUARANTEED PERCENTAGE MULTIPLIED
BY ALL EXCESS AND MONTHLY PAYMENTS IN RESPECT OF
PRINCIPAL RECEIVED DURING THE DUE PERIOD 233,566.53
6. AGGREGATE AMOUNT OF INTEREST RECEIVED NET OF THE AGENT
OF THE SBA's FEE, PREMIUM PROTECTION FEE, ADDITIONAL FEE
AND PORTION PAYABLE TO REGISTERED HOLDERS 1,626,330.34
7. (A) AMOUNT OF MONTHLY ADVANCE 0.00
(B) AMOUNT OF COMPENSATING INTEREST 379.16
8. DELINQUENCY AND FORECLOSURE INFORMATION Not Applicable
<PAGE>
Revised 1/15/97
9. PRODUCT OF THE UNGUARANTEED PERCENTAGE MULTIPLIED BY
REALIZED LOSSES ON A LIQUIDATED LOAN 0.00
10. (A) CLASS A INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 972,304.52
(ii) SHORTFALL, IF ANY, ON A PRECEDING
REMITTANCE DATE PLUS INTEREST 0.00
(iii) CLASS A INTEREST DISTRIBUTION AMOUNT
ADJUSTMENT 338.27
ADJUSTED CLASS A INTEREST DISTRIBUTION
AMOUNT 972,642.79 7.47037473
(B) CLASS B INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 78,753.84
(ii) SHORTFALL, IF ANY, ON A PRECEDING
REMITTANCE DATE PLUS INTEREST 0.00
(iii) CLASS B INTEREST DISTRIBUTION AMOUNT
ADJUSTMENT 27.44
ADJUSTED CLASS B INTEREST DISTRIBUTION
AMOUNT 78,781.28
8.03890612
(C) CLASS A PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 294,267.53
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 0.00
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR
UNCOLLECTIBLE 0.00
(vi) RECALCULATED PRINCIPAL ADJUSTMENT (2,243.74)
TOTAL CLASS A PRINCIPAL DISTRIBUTION AMOUNT 292,023.79
2.24288625
(D) CLASS B PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 22,149.17
(ii) PRINCIPAL PORTION OF THE UNGUARANTEED
INTEREST PURCHASED FOR BREACH OF
WARRANTY AND RECEIVED BY THE TRUSTEE 0.00
(iii) SUBSTITUTION ADJUSTMENTS 0.00
(iv) UNGUARANTEED PERCENTAGE OF
LOSSES THAT WERE LIQUIDATED 0.00
(v) UNGUARANTEED PERCENTAGE OF SBA LOAN
DELINQUENT 24 MONTHS OR
UNCOLLECTIBLE 0.00
(vi) RECALCULATED PRINCIPAL ADJUSTMENT (168.88)
TOTAL CLASS B PRINCIPAL DISTRIBUTION AMOUNT 21,980.29
2.24288673
11. (A) AMOUNT AVAILABLE IN THE SPREAD ACCOUNT
<PAGE>
IN CASH AND FROM LIQUIDATION OF
PERMITTED INSTRUMENTS 1,083,213.36
(B) TRANSFER FROM SPREAD ACCOUNT TO CERTIFICATE
ACCOUNT PURSUANT TO SECTION 6.02(b)(i) 0.00
12. (A) AGGREGATE CLASS A CERTIFICATE PRINCIPAL
BALANCE AFTER DISTRIBUTIONS TO BE MADE
ON THE REMITTANCE DATE 129,907,976.21
997.75711375
(B) AGGREGATE CLASS B CERTIFICATE PRINCIPAL
BALANCE AFTER DISTRIBUTIONS TO BE MADE
ON THE REMITTANCE DATE 9,778,019.71
997.75711327
(C) POOL PRINCIPAL BALANCE AFTER DISTRIBUTIONS
TO BE MADE ON THE REMITTANCE DATE 108,007,332.39
771.48094564
13. (A) EXCESS SPREAD 281,765.31
(B) EXTRA INTEREST 340,074.90
(C) SPREAD ACCOUNT BALANCE 1,083,213.36
(D) SPECIFIED SPREAD ACCOUNT REQUIREMENT 3,780,256.63
14. (A) WEIGHTED AVERAGE MATURITY 225.851
(B) WEIGHTED AVERAGE SBA LOAN INTEREST RATE 10.372%
15. (A) SERVICING FEE FOR THE RELATED DUE PERIOD 123,432.54
PREMIUM PROTECTION FEE FOR THE RELATED DUE PERIOD 136,364.60
(C) AMOUNTS TO BE DEPOSITED TO THE EXPENSE ACCOUNT 5,416.07
16. AMOUNT OF REIMBURSEMENTS PURSUANT TO:
(A) SECTION 5.04 (b) 0.00
(B) SECTION 5.04 (c) 0.00
(C) SECTION 5.04 (d)(ii) 0.00
(D) SECTION 5.04 (e) 0.00
(E) SECTION 5.04 (f) 0.00
17. (A) CLASS A REMITTANCE RATE 6.110%
(B) CLASS B REMITTANCE RATE 6.575%
18. (A) AGGREGATE PRINCIPAL BALANCE OF THE SUBSEQUENT MORTGAGE
LOANS PURCHASED DURING THE PRIOR DUE PERIOD 0.00
(B) AMOUNT ON DEPOSIT IN THE PRE-FUNDING ACCOUNT AS OF THE END OF
SUCH DUE PERIOD 31,678,663.53
19. OTHER INFORMATION AS REQUESTED
<PAGE>
Exhibit 20
OFFICER'S CERTIFICATE
---------------------
Harry Puglisi, Treasurer of The Money Store Investment Corporation. (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 Investment Corporation is the "Servicer" states the following:
(i) the Servicer has fully complied with the provisions of Articles V
and VII;
(ii) a review of the activities of the Servicer during 1996 and of its
performance under the Agreement has been made under my supervision; and
(iii) 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 INVESTMENT CORPORATION
by: /s/ Harry Puglisi
------------------
Harry Puglisi
Treasurer
<PAGE>
Exhibit 99
Page 1 of 2
KMPG Peat Marwick LLP
Independent Accountants' Report
The Board of Directors
The Money Store Inc.:
We have examined Management's Assertion about The Money Store Inc. and
subsidiaries (the Company) compliance with the minimum reviewing standards
relating to mortgage loans, Small Business Administration loans and auto loans,
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP), except for minimum servicing
standard V.4 which is inapplicable to the servicing of auto loans, as of and for
the year ended December 31, 1996 included in the accompanying Management
Assertion. Management is responsible for the Company's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
Management's Assertion about the Company's compliance based our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
legal determination o n the Company's compliance with the minimum servicing
standards.
In our opinion, Management's Assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996 is fairly stated, in all material respects.
/s/ KPMG Pete Marwick, L.L.P.
February 12, 1997
<PAGE>
Exhibit 99
Page 2 of 2
THE MONEY STORE
February 12, 1997
MANAGEMENT'S ASSERTION
----------------------
As of and for the year ended December 31, 1996, The Money Store Inc. and
subsidiaries (the Company) has complied in all material respects with the
minimum servicing standards relating to mortgage loans, Small Business
Administration loans and auto loans as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
-----------------------------------------------
Bankers, except for minimum servicing standard V.4, which in inapplicable for
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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
- ------------------ ---------------
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
