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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 MARCH 31, 1997
Commission file number 333-14075
TMS AUTO HOLDINGS INC. (AS REPRESENTATIVE UNDER A SALE AND SERVICING
AGREEMENT, DATED AS OF SEPTEMBER 29, 1997 PROVIDING FOR THE ISSUANCE
OF THE MONEY STORE AUTO TRUST ASSET BACKED NOTES AND CERTIFICATES
SERIES 1997-3).
TMS AUTO HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1815414
(State or other jurisdiction (Trust I.R.S. Employer
of incorporation or organization) Identification No.)
707 THIRD STREET, WEST SACRAMENTO, CA 95605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 617-2000
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.
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 10-K is filed pursuant to a request for no-action
letter forwarded to the Office of Chief Counsel Division of Corporate Financing,
dated September 13, 1996.
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
September 13, 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 record of the Notes and Certificates as of
JUNE 9, 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 Corporate Financing," dated
September 13, 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 Corporate Financing," dated
September 13, 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.
Reference is made to the annual Independent Accountants' 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
September 13, 1996.
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
September 13, 1996.
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
September 13, 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following information is furnished as of January 31, 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 The First National 5,000,000 15.8
Auto Trust, Bank of Maryland Trust
Series 1997-3, Division-Operations Dept.
Class A-1 101-62
25 South Charles Street
Baltimore, Maryland 21201
Harris Trust & Savings Bank 7,000,000 22.0
Proxy Operations
111 West Monroe Street LLE
Chicago, Illinios 60603
The Northern Trust Company 2,000,000 6.3
801 South Canal C-IN
Chicago, Illinois 60607
PNC Bank, National 17,750,000 55.9
Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
</TABLE>
<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 Bankers Trust Company 6,000,000 9.3
Auto Trust, c/o BT Services
Series 1997-3, Tennessee Inc.
Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit 5,000,000 7.8
and Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank
Center, Room 153-3015
Pittsburgh, Pennsylvania 15259
Chase Manhattan Bank 5,000,000 7.8
4 New York Plaza, 13th Floor
New York, New York 10004
Chase Manhattan Bank, Trust 14,050,000 21.8
4 New York Plaza, 13th Floor
New York, New York 10004
Morgan Stanley & Co. 12,500,000 19.4
Incorporated
One Pierrepont Plaza,
7th Floor
Brooklyn, New York 11201
The Northern Trust Company 18,375,000 28.5
801 South Canal C-IN
Chicago, Illinois 60607
</TABLE>
<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 Bankers Trust Company 20,000,000 51.7
Auto Trust, c/o BT Services
Series 1997-3, Tennessee Inc.
Class A-3 648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit 17,700,000 45.7
and Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, Pennsylvania 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 September 13, 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(A)
1. The financial statements of MBIA Insurance Corporation (the
surety provider for The Money Store Auto Trust, Series 1997-3)
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, 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 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 day of March, 1998.
TMS AUTO HOLDINGS INC. as Representative
/s/ Michael Benoff
By: ----------------------------
Name: Michael Benoff
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement
Annual Compliance Certificate
Annual Independant Accountants' Report
EXHIBIT 13
SERVICER'S CERTIFICATE
In accordance with Section 4.11 of the Sale and Servicing Agreement dated as of
August 31, 1997, the Money Store Auto Finance, Inc. reports the following
information pertaining to Series 1997-3, for the calendar year 1997.
A. Information Regarding Monthly Distribution:
1. NOTES
(a) The aggregate amount of the distribution with
respect to:
Class A-1 Notes 12,425,407.51
Class A-2 Notes 1,315,744.16
Class A-3 Notes 812,700.00
(b) The amount of the distribution set forth in A. 1.
(a) above in respect of interest on:
Class A-1 Notes 485,919.54
Class A-2 Notes 1,315,744.16
Class A-3 Notes 812,700.00
(c) The amount of the distribution set forth in A. 1.
(a) above in respect of principal of:
Class A-1 Notes 8,527,942.32
Class A-2 Notes 0
Class A-3 Notes 0
2. SERVICING FEE
(a) The aggregate amount of the Servicing Fee paid
to the Servicer with respect to the preceding
Monthly Period from the Collection Account 780,133.39
3. OTHER FEES
(a) The aggregate amount of trustee fees paid to
the Trustee from the Collection Account 833.32
(b) The aggregate amount of insurance premium paid
to the Security Insurer from the Collection Account 94,313.00
By: /S/ HARRY PUGLISI
----------------------
Harry Puglisi
Treasuruer
EXHIBIT 20
OFFICER'S CERTIFICATE
Harry Puglisi, Treasurer of The Money Store Auto Finance, Inc. (the "Servicer"),
inaccordance with Section 4.11 of the Sale and Servicing Agreement ("Agreement")
dated as of August 31, 1997 wherein The Money Store Auto Finance, Inc., is the
"Servicer" states the following:
(i) a review of the activities of the Servicer during 1997 and of its
performance under the Agreement has been made under my
supervision;
(ii) to the best of my knowledge, based on my review, the Servicer has
fulfilled all its obligations under the Agreement throughout 1997
and there has been no default in the fulfillment of any such
obligation.
THE MONEY STORE AUTO FINANCE, INC.
BY: /S/ HARRY PUGLISI
------------------
Harry Puglisi
Treasurer
EXHIBIT 99
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 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.
/S/ KPMG PEAT MARWICK LLP
February 11, 1998
<PAGE>
February 11, 1998
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1997, the Money Store Inc. and
subsidiaries (the Company) has complied in all material respects with the
minimum servicing standards relating to mortgage loans, commercial 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 is inapplicable for 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, ten million, one million and two million,
respectively.
/S/ JAMES K. RANSOM /S/ JOHN C. HILL
- ------------------------- ------------------------
James K. Ransom John C. Hill
VICE PRESIDENT AND SENIOR VICE PRESIDENT AND
PRINCIPAL ACCOUNT OFFICER DIRECTOR - NATIONAL
MORTGAGE SERVICES
/S/BERT NIXON
- ------------------------- ------------------------
Donald Coombe Bert Nixon
VICE PRESIDENT SENIOR VICE PRESIDENT
NATIONAL LOAN SERVICING CORPORATE OPERATIONS
TMSCLD AUTO FINANCE
- --------------------------
John Boland
SENIOR VICE PRESIDENT
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