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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 333-18877
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A SALE AND
SERVICING AGREEMENT, DATED AS OF FEBRUARY 28, 1997 PROVIDING FOR THE
ISSUANCE OF CLASSNOTES TRUST 1997-1, ASSET-BACKED NOTES, SERIES 1997-1).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 91-1815460
(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(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON 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 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.
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, 1997.
Not Applicable
This annual report on Form 10K is filed pursuant to a request for no-action
letter forwarded to the Office of Chief Counsel, Division of Corporation
Financing, dated February 12, 1996.
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 February
12, 1996.
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 the NOTES as of March 20, 1998: 16
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
February 12, 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 February
12, 1996.
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.
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 Corporation Finance" dated February
12, 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None.
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 February
12, 1996.
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>
ClassNotes Trust The Bank of New York 15,000,000 19.5
1997-I Asset Backed 925 Patterson Plank Rd.
Notes, Series 1997-I, Secaucus, NJ 07094
Class A-1
Citibank, N.A. 22,250,000 28.9
P.O. Box 30576
Tampa, FL 33630-3576
Smith Barney Inc.
333 W. 34th Street 35,300,000 45.9
New York, NY 10001
Title of Class Name and Address of Beneficial Amount of % of Class
Owner Security of
Beneficial Owner
ClassNotes Trust Bank One Trust Company, N.A. 5,000,000 5.4
1997-I Asset Backed Corp. Reorg. Proxy Specialist
Notes, Series 1997-I, 235 W. Schrock Road
Class A-2 Brooksedge Village
Westerville, OH 43081
Chase Manhattan Bank 5,000,000 5.4
4 New York Plaza, 13th Floor
New York, NY 10004
M&I Marshall & Ilsley Bank 5,000,000 5.4
1000 North Water Street
P.O. Box 2977
Milwaukee, WI 53202
Smith Barney Inc. 51,250,000 55.1
333 W. 34th Street
New York, NY 10001
SSB Custodian 5,750,000 6.2
Global Corp. Action.
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 20,000,000 21.5
303 Peachtree St.,
14th Floor MC#3141
Atlanta, GA 30308
Title of Class Name and Address of Amount of % of Class
Beneficial Owner Security of
Beneficial Owner
ClassNotes Trust The Bank of New York 18,350,000 19.7
1997-I Asset Backed 925 Patterson Plank Rd.
Notes, Series 1997-I, Secaucus, NJ 07094
Class A-3
Chase Manhattan Bank 57,700,000 62
4 New York Plaza, 13th Floor
New York, NY 10004
Smith Barney Inc. 18,950,000 20.4
333 W. 34th Street
New York, NY 10001
</TABLE>
<PAGE>
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 February 12, 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(A)
1. AMBAC Assurance Corporation ("AMBAC") and Subsidiaries' audited
consolidated financial statements as of December 31, 1997 and 1996 and
for the three years ended December 31, 1997 incorporated herein by
reference as an exhibit to AMBAC's Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 27, 1998.
2. Not applicable
3. Exhibits
13. Annual Statement
20. Annual Compliance Certificate
23. Independent Auditors' Consent
(B)-(D) Omitted pursuant to the "Request for no-action letter forwarded to the
Office of Chief Counsel Division of Corporation Finance" dated February
12, 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, 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 8
ANNUAL COMPLIANCE CERTIFICATE 20
ANNUAL INDEPENDENT ACCOUNTANT"S REPORT 21
INDEPENDENT AUDITORS' CONSENT 21
EXHIBIT 13
SERVICER'S CERTIFICATE
TRANS-WORLD INSURANCE COMPANY
2840 MORRIS AVENUE
UNION, NJ 07083
CLASSNOTES TRUST 1997 - I
CLASS A-1 Year End Statement for Series 1997-1 for year ending 12/31/97
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 14,500,000.00
Per $50,000 original principal amount of the Notes 9,235.668790
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-1 NOTES 3,767,414.25
Per $50,000 original principal amount of the Notes 2399.626911
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover
being paid or distributed in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-1 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period
518,719,120.01
(v) Outstanding Principal amount after giving effect to distributions on
this Note Distribution Date:
CLASS A-1 NOTES 78,500,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-1 NOTES
PERIOD 1 5.600000%
PERIOD 2 5.750000%
PERIOD 3 5.699000%
CURRENT RATE (Based on Auction) 6.580000%
2. NET LOAN RATE
PERIOD 1 6.596000%
PERIOD 2 6.590000%
PERIOD 3 6.787500%
(vii) (a) Service Fee for related Collection Period
(Pro Rata) 282,880.25
Per $50,000 original principal amount of the Notes 180.178503
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
Administration Fee (Pro Rata) 10,327.51
Per $50,000 original principal amount of the Notes 6.578032
2. Auction Agent Fee (Pro Rata) 184,558.29
Per $50,000 original principal amount of the Notes 117.553051
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.00
4. Eligible Lender Trustee Fee (Pro Rata) 7,554.24
Per $50,000 original principal amount of the Notes 4.811618
5. Surety Provider Fee (Pro Rata) 56,055.92
Per $50,000 original principal amount of the Notes 35.704408
(ix) Amount of payments to the Surety Provider in reimbursement of prior
draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed Student
Loans for which Realized Losses were allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii ) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts on
deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account
13,629,220.11
(xv) Aggregate amount if any paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 60 days
Delinquent 5,020,940.92
(b) Number of Financed Student Loans that are 61 to 90 days
Delinquent 1,557,312.92
(c) Number of Financed Student Loans that are 91 to 180 days
Delinquent 1,472,987.63
(d) Number of Financed Student Loans that are more than 181
days Delinquent 240,353.99
(e) Number of Financed Student Loans for which claims have been
filed with the appropriate Guarantor and which are
awaiting payment 241,303.36
(xix) Parity Percentage Numerator 566,176,476.57
as of 12/31/97 Denominator 565,384,939.16
100.14%
(xx) Excess of amounts deposited into the Collection Account with respect
to the sale by the Trust of Serial Loans over the aggregate Purchase
amount of such loans (such excess to be distributed to Student
Holdings)
42,856.71
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /S/ HARRY PUGLISI
Harry Puglisi
Treasurer
<PAGE>
CLASS A-2 Year End Statement for Series 1997-1 for year ending 12/31/97
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes
0.000000
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-2 NOTES 4,176,599.00
Per $50,000 original principal amount of the Notes
2,245.483333
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover
being paid or distributed in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes
0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-2 NOTES 0.00
Per $50,000 original principal amount of the Notes
0.000000
(iv) Pool Balance at end of preceding Collection Period 0.00
(v) Outstanding Principal amount after giving effect to distributions on
this Note Distribution Date:
CLASS A-2 NOTES
93,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-2 NOTES
PERIOD 1 5.645000%
PERIOD 2 5.597000%
PERIOD 3 5.620000%
CURRENT RATE (Based on Auction) 5.690000%
2. NET LOAN RATE
PERIOD 1 6.596000%
PERIOD 2 6.590000%
PERIOD 3 6.787500%
(vii) (a) Service Fee for related Collection Period (Pro Rata)
293,040.67
Per $50,000 original principal amount of the Notes
157.548747
(b) Service Fee Carryover for related Collection Period
1. Distribu 0.00
Per $50,000 original principal amount of the Notes
0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes
0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata)
10,888.75
Per $50,000 original principal amount of the Notes
5.854167
2. Auction Agent Fee (Pro Rata)
197,637.91
Per $50,000 original principal amount of the Notes
106.256941
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.00
4. Eligible Lender Trustee Fee (Pro Rata)
7,876.01 Per $50,000 original principal amount of the Notes
4.234414
5. Surety Provider Fee (Pro Rata)
59,106.68
Per $50,000 original principal amount of the Notes
31.777785
(ix) Amount of payments to the Surety Provider in reimbursement of prior
draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed
Student Loans for which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii ) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable
to amounts on deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account
13,629,220.11
(xv) Aggregate amount if any paid by the Eligible Lender
Trustee for Additional Financed Student Loans during
the preceding collection period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 60 days
5,020,940.92
Delinquent
(b) Number of Financed Student Loans that are 61 to 90 days
1,557,312.92
Delinquent
(c) Number of Financed Student Loans that are 91 to 180 days
1,472,987.63
Delinquent
(d) Number of Financed Student Loans that are more than 181 days
240,353.99
Delinquent
(e) Number of Financed Student Loans for which claims have been
filed with the appropriate Guarantor and which are
awaiting payment 241,303.36
(xix) Parity Percentage Numerator 566,176,476.57
as of 12/31/97 Denominator 565,384,939.16
101.14%
(xx) Excess of amounts deposited into the Collection Account with respect
to the sale by the Trust of Serial Loans over the aggregate Purchase
amount of such loans (such excess to be distributed to Student
Holdings)
42,856.71
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /S/ HARRY PUGLISI
Harry Puglisi
Treasurer
<PAGE>
CLASS A-3 Year End Statement for Series 1997-1 for year ending 12/31/97
(i) Amount of Principal being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.00
(ii) Amount of Interest being paid or distributed in
respect of the Notes
CLASS A-3 NOTES 3,943,484,.31
Per $50,000 original principal amount of the Notes 2,075.518058
(iii) (A) Amount of Noteholders' Auction Rate Interest Carryover
being paid or distributed in respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(B) Remaining Amount of Noteholders' Auction Rate Interest
Carryover to be paid or distributed in respect of the Notes
CLASS A-3 NOTES 0.00
Per $50,000 original principal amount of the Notes 0.000000
(iv) Pool Balance at end of preceding Collection Period 518,719,120.01
(v) Outstanding Principal amount after giving effect to distributions on
this Note Distribution Date:
CLASS A-3 NOTES 95,000,000.00
(vi) Applicable Interest Rate:
(a) In general:
1. Auction Rate for the prior Interest Period:
CLASS A-3 NOTES
PERIOD 1 5.63000%
PERIOD 2 5.59700%
PERIOD 3 5.70000%
CURRENT RATE (Based on Auction) 5.942000%
2. NET LOAN RATE
PERIOD 1 6.5960%
PERIOD 2 6.5900%
PERIOD 3 6.7875%
(vii) (a) Service Fee for related Collection Period (Pro Rata) 299,342.62
Per $50,000 original principal amount of the Notes 157.548747
(b) Service Fee Carryover for related Collection Period
1. Distributed 0.00
Per $50,000 original principal amount of the Notes 0.000000
2. Remaining Balance 0.00
Per $50,000 original principal amount of the Notes 0.000000
(viii) Amount of Fees for related Collection Period:
1. Administration Fee (Pro Rata) 11,122.92
Per $50,000 original principal amount of the Notes 5.854168
2. Auction Agent Fee (Pro Rata) 201888.20 Per $50,000
original principal amount of the Notes 106.256947
3. Indenture Trustee Fee (Pro Rata) 0.00
Per $50,000 original principal amount of the Notes 0.00
4. Eligible Lender Trustee Fee (Pro Rata) 8045.39
Per $50,000 original principal amount of the Notes 4.234416
5. Surety Provider Fee (Pro Rata) 60,377.74 Per $50,000
original principal amount of the Notes 31.777758
(ix) Amount of payments to the Surety Provider in reimbursement of prior
draws under any Note
Surety Bond or the Certificate Surety Bond 0.00
(x) Aggregate amount of Realized losses for the
related Collection period 0.00
(xi) Aggregate amount received with respect to Financed Student Loans for
which Realized Losses were
allocated previously 0.00
(xii) (a) Amount of the distribution attributable to amounts
in the Reserve Account 0.00
(b) Amount of any other withdrawals from the Reserve
Account for such Distribution Date 0.00
(c) Amount in the Reserve Account 0.00
(xiii ) Amount of any draw required to be made under a Note Surety
bond (together with any other information required to make
such draw) 0.00
(xiv) (a) Portion (if any) of the distribution attributable to amounts on
deposit in the Pre-Funding Account 0.00
(b) Amount in the Pre-Funding Account
13,629,220.11
(xv) Aggregate amount if any paid by the Eligible Lender Trustee for
Additional Financed Student Loans during the preceding collection
period 0.00
(xvi) Amount in the Pre-Funding Account at the end of the Funding Period
to be distributed as a payment of principal in respect of:
(a) CLASS A-1 NOTES 0.00
(b) CLASS A-1 NOTES (Only if Class___ Notes
have been paid in full) 0.00
(xvii) Aggregate amount (if any) paid for Financed Student Loans during
the preceding collection period. 0.00
(xviii) As of the end of the preceding Collection Period:
(a) Number of Financed Student Loans that are 30 to 60 days
Delinquent 5,020,940.92
(b) Number of Financed Student Loans that are 61 to 90 days
Delinquent 1,557,312.92
(c) Number of Financed Student Loans that are 91 to 180 days
Delinquent 1,472,987.63
(d) Number of Financed Student Loans that are more than 181
days Delinquent 240,353.99
(e) Number of Financed Student Loans for which claims have been
filed with the appropriate Guarantor and which are
awaiting payment 241,303.36
(xix) Parity Percentage Numerator 566,176,476.57
as of 12/31/97 Denominator 565,384,939.16
100.14%
(xx) Excess of amounts deposited into the Collection Account with respect
to the sale by the Trust of Serial Loans over the aggregate Purchase
amount of such loans (such excess to be distributed to Student
Holdings)
42,856.71
(xxi) Amount of Additional Principal Payments, if any, made on
such Distribution Date 0.00
The Money Store, Inc.
By: /S/ HARRY PUGLISI
Harry Puglisi
Treasurer
EXHIBIT 20
OFFICER'S CERTIFICATE
I, Harry Puglisi, Treasurer of Trans-World Insurance Company d/b/a
Educaid, an Arizona corporation (the "Company") do hereby certify that the
Company (as Master Servicer and Administrator under the following Sale and
Servicing Agreements):
a. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-1, Sales
and Servicing Agreement dated February 28, 1997;
b. ClassNotes Trust 1997-I, Asset Backed Notes Series 1997-2, first
Supplemental Sales and Servicing Agreement dated December 24,
1997;
has fulfilled all of its obligations pursuant to the above-referenced
agreements, as described in Section 4.8 (annual Statement as to Compliance;
Notice of Default) 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 4.8 of the respective Sale and Purchase Agreements.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
April 30, 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.
February 11, 1998
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the Form 10-K of The Money
Store Inc. (the "Registrant"), on behalf of ClassNotes Trust 1997-1, Series
1997-1, of our report dated January 29, 1998 on the consolidated financial
statements of Ambac Assurance Corporation as of December 31, 1997 and 1996,
and for each of the years in the three-year period ended December 31, 1997,
which report appears in the Form 8-K of Ambac Financial Group, Inc., dated
March 27, 1998.
New York, New York
March 30, 1998
