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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 MAY 31, 1997 PROVIDING FOR THE ISSUANCE OF THE MONEY STORE HOME
EQUITY ASSET BACKED CERTIFICATES SERIES 1997-B).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 68-0398956
(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.
<PAGE>
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 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:
109
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.
<PAGE>
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 Security % of Class
Beneficial Owner of Beneficial
Owner
<S> <C> <C> <C>
The Money Store The Bank of New York 7,800,000 9.7
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-1
Bankers Trust Company 20,650,000 25.7
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 14,000,000 17.4
4 New York Plaza, 13th
Floor
New York, NY 10004
Citibank, N.A. 5,500,000 6.8
P.O. Box 30576
Tampa, FL 33630-3576
Fiduciary Trust 6,000,000 7.5
Company International
Two World Trade Center,
96th Floor
New York, NY 10048-0772
Norwest Bank Minnesota, 7,000,000 8.7
National Association
733 Marquette Avenue
Minneapolis, MN 55479-
0056
The Northern Trust 11,500,000 14.3
Company
801 S. Canal C-IN
Chicago, IL 60607
SSB Custodian 4,500,000 5.6
Global Corp. Action.
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store Bankers Trust Company 7,350,000 8.7
Home Equity Asset c/o BT Services Tennessee
Backed Certificates, 648 Grassmere Park Drive
Series 1997-B, Nashville, TN 37211
Class A-2
Boston Safe Deposit and 15,500,000 18.3
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 26,250,000 31.1
4 New York Plaza, 13th
Floor
New York, NY 10004
Merrill Lynch, Pierce, 5,000,000 5.9
Fenner & Smith, Inc.
Debt Securities
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
The Northern Trust 5,350,000 6.3
Company
801 S. Canal C-IN
Chicago, IL 60607
SSB Custodian 5,250,000 6.2
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Union Bank of California, 7,500,000 8.9
N.A.
P.O. Box 109
San Diego, CA 92112-4103
The Money Store The Bank of New York 10,302,000 9.8
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-3
Chase Manhattan Bank 18,471,000 17.5
4 New York Plaza, 13th
Floor
New York, NY 10004
SSB Custodian 62,175,000 59
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Witter (Dean) Reynolds 5,694,000 5.4
Inc.
5690 West Cypress Street
Tampa, FL 33607
The Money Store Bankers Trust Company 20,200,000 35.1
Home Equity Asset c/o BT Services Tennessee
Backed Certificates, 648 Grassmere Park Drive
Series 1997-B, Nashville, TN 37211
Class A-4
Chase Manhattan Bank 36,500,000 63.5
4 New York Plaza, 13th
Floor
New York, NY 10004
The Money Store Bankers Trust Company 5,115,000 9.7
Home Equity Asset c/o BT Services Tennessee
Backed Certificates, 648 Grassmere Park Drive
Series 1997-B, Nashville, TN 37211
Class A-5
Boston Safe Deposit and 6,030,000 11.4
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 21,900,000 41.5
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 6,580,000 12.5
801 S. Canal C-IN
Chicago, IL 60607
Union Bank of California, N.A. 5,905,000 11.2
P.O. Box 109
San Diego, CA 92112-4103
The Money Store American Express Trust Company 8,000,000 16.3
Home Equity Asset 1200 Northstar West
Backed Certificates, Minneapolis, MN 55440
Series 1997-B,
Class A-6
Boston Safe Deposit and Trust 8,000,000 16.3
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room
153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank/Chemical 15,000,000 30.6
4 New York Plaza, Proxy
Department-13th Floor
New York, NY 10004
Firstar Trust Company 9,000,000 18.4
777 E. Wisconsin Avenue
Milwaukee, WI 53202
SSB Custodian 6,500,000 13.3
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store The Bank of New York 16,050,000 24.6
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-7
Citibank, N.A. 37,000,000 56.7
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota, 3,200,000 5
National Association
733 Marquette Avenue
Minneapolis, MN 55479-
0056
The Northern Trust 5,125,000 7.8
Company
801 S. Canal C-IN
Chicago, IL 60607
The Money Store The Bank of New York 15,710,000 28.6
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-8
Bankers Trust Company 3,040,000 5.5
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
Investors Bank & Trust/M.F. 3,960,000 7.2
Custody
200 Clarendon Street
15th Floor-Hancock Tower
Boston, MA 02116
Keybank National Association 15,060,000 27.4
4900 Tiedeman Road
Brooklyn, OH 44144
Morgan Stanley Trust Company 8,700,000 15.8
Investor Communcations
Services
51 Mercedes Way
Edgewood, NY 11717
The Money Store The Bank of New York 270,000,000 100
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-9
The Money Store The Bank of New York 20,000,000 14.3
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-10
Bankers Trust Company 64,735,000 46.2
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
LBI-Lehman 29,000,000 20.7
Government Securities Inc.
(LBI)
200 Vesey Street
New York, NY 10285
SSB Custodian 15,275,000 10.9
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store The Bank of New York 5,000,000 50
Home Equity Asset 925 Patterson Plank Rd.
Backed Certificates, Secaucus, NJ 07094
Series 1997-B,
Class A-11
Boston Safe Deposit and 5,000,000 50
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
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-B) 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.
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 13
Annual Compliance Certificate 16
Annual Independent Accountant's Report 17
<PAGE>
EXHIBIT 13
SERVICER'S CERTIFICATE
In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated as
of May 31, 1997, The Money Store, Inc. reports the following information
pertaining to Series 1997-B, for the calendar year 1997:
(IX) Amount of Interest Received:
Pool I 28,265,669.14
Pool II 20,255,689.24
Pool III 602,780.36
(XIII) Class "A-1" Remittance Amount
(A) Current Interest Requirement 2,220,614.58
(B) Principal Distribution Amount 64,594,534.77
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-1" REMITTANCE 66,815,149.35
AMOUNT
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 3,164,525.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-2" REMITTANCE 3,164,525.00
AMOUNT
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 4,008,713.31
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-3" REMITTANCE 4,008,713.31
AMOUNT
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 2,227,166.69
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-4" REMITTANCE 2,227,166.69
AMOUNT
Class "A-5" Remittance Amount:
(A) Current Interest Requirement 2,102,100.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-5" REMITTANCE 2,102,100.00
AMOUNT
Class "A-6" Remittance Amount:
(A) Current Interest Requirement 1,980,825.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-6" REMITTANCE 1,980,825.00
AMOUNT
Class "A-7" Remittance Amount:
(A) Current Interest Requirement 2,767,359.56
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-7" REMITTANCE 2,767,359.56
AMOUNT
Class "A-8" Remittance Amount:
(A) Current Interest Requirement 2,213,750.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-8" REMITTANCE 2,213,750.00
AMOUNT
Pool I Remittance Amount:
(A) Current Interest Requirement 20,685,054.14
(B) Principal Distribution Amount 64,594,534.77
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL I REMITTANCE AMOUNT 85,279,588.91
Class "A-9" Remittance Amount:
(A) Current Interest Requirement 8,639,706.68
(B) Principal Distribution Amount 62,941,334.67
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-9" REMITTANCE 71,581,041.35
AMOUNT
Class "A-10" Remittance Amount:
(A) Current Interest Requirement 4,423,834.73
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 4,423,834.73
Pool II Remittance Amount:
(A) Current Interest Requirement 13,061,745.17
(B) Principal Distribution Amount 62,943,091.51
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL II REMITTANCE AMOUNT 76,004,836.68
Class "A-11" (POOL III) Remittance Amount:
(A) Current Interest Requirement 398,836.40
(B) Principal Distribution Amount 887,132.73
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL POOL III REMITTANCE AMOUNT 1,285,969.13
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 606,577.59
POOL II 491,430.82
POOL III 13,162.82
(B) Contingency fee for the related due period
POOL I 606,577.59
POOL II 491,430.82
POOL III 13,162.82
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 154,299.62
POOL II 113,825.05
POOL III 2,777.41
(D) Amount to be deposited to the insurance account - MBIA
POOL I 277,740.00
POOL II 273,179.00
POOL III 30,550.00
(E) Class "A-11" Auction Agent Fee 152,843.05
(XXXV) OTHER
INFORMATION
(A) Spread Account Balances
POOL I 0.00
POOL II 0.00
POOL III 0.00
By: /S/ HARRY PUGLISI
Harry Puglisi
Treasurer
EXIHIBIT 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.
February 11, 1998
