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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR L5(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
Commission file number 333-20817
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A POOLING AND
SERVICING AGREEMENT, DATED AS OF FEBRUARY 28, 1997 PROVIDING FOR THE
ISSUANCE OF THE MONEY STORE HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 1997-A).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 91-1815463
(State or other jurisdiction (Trust I.R.S. Employer
of incorporation or organization) Identification No.)
2840 MORRIS AVENUE, UNION, NJ 07083
- ----------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 686-2000
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 12 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.
x/ Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) 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.
<PAGE>
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 Corporate Financing,
dated June 18, 1993, and the response of the SEC, dated August 4, 1993, to the
no-action request.
PART I
ITEM 1. BUSINESS
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," 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 hereto
as Exhibit 20.
Reference is made to the Annual Statement attached hereto as Exhibit
13.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A 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 March 20, 1998:
138
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporate Financing," 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 Corporate Financing," dated June
18, 1993, and the response of the SEC, dated August 4, 1993, to the
no-action request.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate attached as
Exhibit 20.
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
Omitted pursuant to the "Request for no-action letter
forwarded to the Office of Chief Counsel Division of Corporate
Financing," dated June 18, 1993, and the response of the SEC, dated
August 4, 1993, to the no-action request.
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 Corporate Financing," 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 Corporate Financing," 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 March 20, 1998 as
to each Certificateholder of record of more than 5% of the
Certificates:
<TABLE>
<CAPTION>
Title of Class Name and Address of Amount of % of Class
Beneficial Owner Security of
Beneficial Owner
<S> <C> <C> <C>
The Money Store No holders
Home Equity Asset
Backed Certificates,
Series 1997-A,
Class A-1
The Money Store Bankers Trust Company 11,500,000 18.2
Home Equity Asset c/o BT Services Tennessee Inc.
Backed Certificates, 648 Grassmere Park Drive
Series 1997-A, Nashville, TN 37211
Class A-2
Daiwa Securities America Inc. 34,000,000 53.9
Financial Square
32 Old Slip, 14th Floor
New York, NY 10005
Merrill Lynch, Pierce 4,000,000 6.3
Fenner & Smith
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
SSB Custodian 11,300,000 17.9
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store Boston Safe Deposit and Trust 5,680,000 7.5
Home Equity Asset Company
Backed Certificates c/o Mellon Bank N.A.
Series, 1997-A, Three Mellon Bank Center,
Class A-3 Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 18,525,000 24.4
4 New York Plaza, 13th Floor
New York, NY 10004
Chase Manhattan 17,750,000 23.4
Bank/Chemical
4 New York Plaza, Proxy
Department-13th Floor
New York, NY 10004
The Northern Trust Company 21,850,000 28.8
801 S. Canal C-IN
Chicago, IL 60607
The Money Store The Bank of New York 4,222,000 6.9
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-A,
Class A-4
Bankers Trust Company 16,557,000 27.1
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust 10,631,000 17.4
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Fiduciary SSB 3,500,000 5.7
108 Myrtle Street
Newport Office Building
N. Quincy, MA 02171
SSB Custodian 8,072,000 13.2
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store American Express Trust Company 7,100,000 22.8
Home Equity Asset 1200 Northstar West
Backed Certificates, Minneapolis, MN 55440
Series 1997-A,
Class A-5
The Bank of New York 5,000,000 16.1
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company 7,000,000 22.5
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Comerica Bank 9,000,000 28.9
CAP.CHG./Proxy 7
CBB/MC 3530
Detroit, MI 48275-3530
The Fifth Third Bank 2,000,000 6.4
Dept. 00850-Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263
The Money Store American Express Trust Company 29,000,000 64.4
Home Equity Asset 1200 Northstar West
Backed Certificates, Minneapolis, MN 55440
Series 1997-A,
Class A-6
The Bank of New York 4,500,000 10
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank 4,000,000 8.8
4 New York Plaza, 13th Floor
New York, NY 10004
Comerica Bank 2,500,000 5.6
CAP.CHG./Proxy 7
CBB/MC 3530
Detroit, MI 48275-3530
SSB Custodian 5,000,000 11.1
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store Bankers Trust Company 2,400,000 7.8
Home Equity Asset c/o BT Services Tennessee Inc.
Backed Certificates, 648 Grassmere Park Drive
Series 1997-A, Nashville, TN 37211
Class A-7
Chase Manhattan Bank 12,000,000 39.2
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 14,100,000 45.3
P.O. Box 30576
Tampa, FL 33630-3576
The Money Store Bankers Trust Company 13,000,000 40.6
Home Equity Asset c/o BT Services Tennessee Inc.
Backed Certificates, 648 Grassmere Park Drive
Series 1997-A, Nashville, TN 37211
Class A-8
Chase Manhattan Bank 18,000,000 56.2
4 New York Plaza, 13th Floor
New York, NY 10004
The Money Store The Bank of New York 26,121,000 70.6
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-A,
Class A-9
Chase Manhattan Bank 3,951,000 10.7
4 New York Plaza, 13th Floor
New York, NY 10004
The Money Store Bankers Trust Company 40,000,000 15.4
Home Equity Asset c/o BT Services Tennessee Inc.
Backed Certificates, 648 Grassmere Park Drive
Series 1997-A, Nashville, TN 37211
A-10
Chase Manhattan Bank 33,500,000 12.9
4 New York Plaza, 13th Floor
New York, NY 10004
Merrill Lynch, Pierce, 16,000,000 6.2
Fenner & Smith, Inc.
Debt Securities
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
PWI CMO Account 111,000,000 42.7
1000 Harbor Blvd., 8th Floor
Weehawken, NJ 07087
Swiss Bank Corporation 51,500,000 19.8
New York Branch
222 Broadway
New York, NY 10038
The Money Store Firstar Trust Company 15,000,000 25
Home Equity Asset 777 E. Wisconsin Avenue
Backed Certificates, Milwaukee, WI 53202
Series 1997-A,
Class A-11
Lehman Brothers, Inc. 4,500,000 7.5
c/o BSSC attn.: Proxy Dept.
P.O. Box 29198
Brooklyn, NY 11202-9198
LBI-Lehman 4,500,000 7.5
Government Securities Inc.
(LBI)
200 Vesey Street
New York, NY 10285
Prudential Securities 30,000,000 50
Incorporated
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Wachovia Bank, N.A. 4,000,000 6.7
100 N. Main Street, NC 37121
Winston-Salem, NC 27150
The Money Store Boston Safe Deposit and Trust 10,000,000 100
Home Equity Asset Company
Backed Certificates, c/o Mellon Bank N.A.
Series 1997-A, Three Mellon Bank Center,
Class A-12 Room 153-3015
Pittsburgh, PA 15259
</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 Corporate
Financing," 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 STATEMENTS, AND REPORTS ON FORM 8-K
(A)
1. The consolidated financial statements of MBIA Insurance
Corporation (the surety provider for The Money Store Home
Equity Asset Backed Certificates, Series 1997-A) and
subsidiaries contained in the annual report on form 10-K for
the year ended December 31, 1997 which has been filed with the
SEC by MBIA Inc. on March 26, 1998, 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.
(B)-(D) Omitted pursuant to the "Request for no-action letter forwarded to
the Office of Chief Counsel Division of Corporate Financing,"
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, thereunto duly authorized as representative on behalf
of the trust on the 31st day of March, 1998.
THE MONEY STORE INC., as Representative
By: /S/ MICHAEL BENOFF
Name: Michael Benoff
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 14
Annual Compliance Certificate 17
Annual Independent Accountant's Report 18
EXHIBIT 13
SERVICER'S CERTIFICATE
In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated as
of February 28, 1997, The Money Store, Inc. reports the following information
pertaining to Series 1997-A, for the calendar year 1997:
(IX) Amount of Interest Received:
Pool I 37,620,951.24
Pool II 22,041,469.62
Pool III 907,941.23
(XIII) Class "A-1" Remittance Amount
(A) Current Interest Requirement 3,321,490.87
(B) Principal Distribution Amount 88,742,006.31
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-1" REMITTANCE AMOUNT 92,063,497.18
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 3,452,095.82
(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 3,452,095.82
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 4,216,375.00
(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 4,216,375.00
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 3,508,158.32
(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 3,508,158.32
Class "A-5" Remittance Amount:
(A) Current Interest Requirement 1,829,716.68
(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 1,829,716.68
Class "A-6" Remittance Amount:
(A) Current Interest Requirement 2,703,750.00
(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 2,703,750.00
Class "A-7" Remittance Amount:
(A) Current Interest Requirement 1,889,550.00
(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 1,889,550.00
Class "A-8" Remittance Amount:
(A) Current Interest Requirement 2,054,666.68
(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 2,054,666.68
Class "A-9" Remittance Amount:
(A) Current Interest Requirement 2,230,791.68
(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 2,230,791.68
Pool I Remittance Amount:
(A) Current Interest Requirement 25,206,595.05
(B) Principal Distribution Amount 88,742,006.31
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL I REMITTANCE AMOUNT 113,948,601.36
Class "A-10" Remittance Amount:
(A) Current Interest Requirement 11,724,060.89
(B) Principal Distribution Amount 71,987,251.84
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 83,711,312.73
Class "A-11" Remittance Amount:
(A) Current Interest Requirement 2,749,904.16
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-11" REMITTANCE AMOUNT 2,749,904.16
Pool II Remittance Amount:
(A) Current Interest Requirement 14,473,965.05
(B) Principal Distribution Amount 71,805,357.73
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 86,279,322.78
Class "A-12" Remittance Amount:
(A) Current Interest Requirement 610,186.75
(B) Principal Distribution Amount 1,492,928.04
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-12" REMITTANCE AMOUNT 2,103,114.79
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 804,775.35
POOL II 541,309.00
POOL III 19,401.61
(B) Contingency fee for the related due period
POOL I 804,775.35
POOL II 541,309.00
POOL III 19,401.61
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 183,052.36
POOL II 124,564.64
POOL III 4,054.38
(D) Amount to be deposited to the insurance account - MBIA
POOL I 364,103.00
POOL II 296,554.00
POOL III 44,597.00
(E) Class "A-11" Auction Agent Fee 95,458.34
(XXXV) OTHER INFORMATION
(A) Spread Account Balances
POOL I 0.00
POOL II 0.00
POOL III 5,503,308.05
By: /S/ HARRY PUGLISI
Harry Puglisi
Treasurer
EXHIBIT 20
OFFICER'S CERTIFICATE
I, Harry Puglisi, Treasurer of The Money Store Inc., a New Jersey
Corporation (the "Company") do hereby certify that the Company (as Servicer
under the following Pooling and Servicing Agreements):
a. TMS Home Equity Loan Asset Backed Certificates, Series
1997-A, under the Pooling and Servicing Agreement dated as
of February 28, 1997;
b. TMS Home Equity Loan Asset Backed Certificates, Series
1997-B, under the Pooling and Servicing Agreement dated as
of May 31, 1997;
c. TMS Asset Backed Certificates, Series 1997-C, under the
Pooling and Servicing Agreement dated as of August 31, 1997;
d. TMS Asset Backed Certificates, Series 1997-D, under the
Pooling and Servicing Agreement dated as of November 30,
1997;
e. TMS Home Improvement Loan Certificates, Series 1997-I, under
the Pooling and Servicing Agreement dated as of February 28,
1997;
f. TMS Home Improvement Loan Certificates, Series 1997-II,
under the Pooling and Servicing Agreement dated as of May
31, 1997;
has fulfilled all of its obligations pursuant to the above referenced agreement,
as described in Section 7.04 (Annual Statements as to Compliance) for the period
of January 1, 1997 through December 31, 1997, and for those transactions which
closed in 1997, from their closing dates through December 31, 1997.
The Company has provided this Officer's Certificate to those parties
listed in Section 7.04 of the respective Pooling and Servicing Agreements.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
March 31, 1998.
/S/ HARRY PUGLISI
Harry Puglisi
Treasurer
<PAGE>
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 servicing standards
relating to mortgage loans, commercial 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, 1997 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 on 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 a
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, 1997 is fairly stated, in all material respects.
