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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 333-32775
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A POOLING AND
SERVICING AGREEMENT, DATED AS OF AUGUST 31, 1997 PROVIDING FOR THE
ISSUANCE OF THE MONEY STORE SBA LOAN-BACKED ADJUSTABLE RATE
CERTIFICATES SERIES 1997-1).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 68-6136778
(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, 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 September 2, 1993, and the response of the SEC, dated January 7, 1994, 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
September 2, 1993, and the response of the SEC, dated January 7, 1994,
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:
21
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 2, 1993, and the response of the SEC, dated January 7, 1994,
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
September 2, 1993, and the response of the SEC, dated January 7, 1994,
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
None.
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 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 Corporate Financing," 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
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 Beneficial
Owner Amount of
Security of % of Class
Beneficial Owner
<S> <C> <C> <C>
The Money Store The Bank of New York 57,500,000 44.2
SBA Loan Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1997-1
Class A
Bankers Trust Company 15,000,000 11.5
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical 10,000,000 7.7
4 New York Plaza, Proxy
Department-13th Floor
New York, NY 10004
Citibank, N.A. 10,000,000 7.7
P.O. Box 30576
Tampa, FL 33630-3576
Morgan Stanley & Co. Incorporated 10,200,000 7.8
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
NBD Bank Municipal Bond Dept. 10,000,000 7.7
attn. Securities Department
611 Woodward Avenue
Detroit, MI 48226
Title of Class Name and Address of Beneficial Amount of % of
Owner Security of Class
Beneficial Owner
The Money Store The Bank of New York 1,000,000 10.2
SBA Loan Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1997-1
Class B
Boston Safe Deposit and Trust 500,000 5.1
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-
3015
Pittsburgh, PA 15259
The Northern Trust Company 1,800,000 18.4
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National Association 2,500,000 25.5
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
SSB Custodian
Global Corp. Action. Dept. JAB5W
P.O. Box 1631 1,000,000 10.2
Boston, MA 02105-1631
TOYO Trust Company of New York 3,000,000 30.6
280 Park Avenue
39th Floor West Building
New York, NY 10017
</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 2, 1993, and the response of the
SEC, dated January 7, 1994, to the no-action request.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(A)
1. Not applicable.
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 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, 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 10
Annual Independent Accountant's Report 11
ANNUAL SERVICER'S STATEMENT
IN ACCORDANCE WITH SECTION 6.09 OF THE POOLING AND SERVICING AGREEMENT
DATED AS OF AUGUST 31, 1997, THE MONEY STORE INVESTMENT CORPORATION
REPORTS THE FOLLOWING INFORMATION PERTAINING TO SERIES 1997-1 FOR THE
YEAR ENDED DECEMBER 31, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
6. AGGREGATE AMOUNT OF INTEREST RECEIVED NET OF THE AGENT OF
THE SBA's FEE, ADDITIONAL FEE AND PORTION PAYABLE TO
REGISTERED HOLDERS 6,645,195.24
10. (A) CLASS A INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 2,705,370.00
(ii) SHORTFALL, IF ANY, ON A PRECEDING
REMITTANCE DATE, PLUS INTEREST 0.00
(iii) CLASS A INTEREST DISTRIBUTION
AMOUNT ADJUSTMENT (2,861.22)
ADJUSTED CLASS A INTEREST DISTRIBUTION AMOUNT 2,702,508.78
(B) CLASS B INTEREST DISTRIBUTION AMOUNT:
(i) ACCRUED INTEREST 219,269.10
(ii) SHORTFALL IF ANY ON A PRECEDING
REMITTANCE DATE PLUS INTEREST 0.00
(iii) CLASS B INTEREST DISTRIBUTION AMOUNT
ADJUSTMENT (232.21)
ADJUSTED CLASS B INTEREST DISTRIBUTION AMOUNT 219,036.89
(C) CLASS A PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 1,381,232.82
(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) AMOUNT RELEASED FROM PRE-FUNDING
ACCOUNT 323.14
(vii) RECALCULATED PRINCIPAL ADJUSTMENT (132,531.99)
TOTAL CLASS A PRINCIPAL DISTRIBUTION AMOUNT 1,249,023.97
(D) CLASS B PRINCIPAL DISTRIBUTION AMOUNT:
(i) UNGUARANTEED PERCENTAGE OF PAYMENTS
AND OTHER RECOVERIES OF PRINCIPAL 103,963.76
(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
(iv) ACCOUNT RELEASED FROM PRE-FUNDING
ACCOUNT 24.33
(vii) RECALCULATED PRINCIPAL ADJUSTMENT (9,975.53)
TOTAL CLASS B PRINCIPAL DISTRIBUTION AMOUNT 94,012.56
(A) WEIGHTED AVERAGE MATURITY 222.868
(B) WEIGHTED AVERAGE SBA LOAN INTEREST RATE 10.571%
</TABLE>
BY: /S/ HARRY PUGLISI
HARRY PUGLISI
TREASURER
OFFICER'S STATEMENT
Harry Puglisi, Treasurer of The Money Store Investment Corporation
(the "Servicer"), in accordance with Section 7.04 of the Pooling and Servicing
Agreement ("Agreement") dated as of August 31, 1997 wherein The Money Store
Investment Corporation, is the "Servicer" states the following:
(i) the Servicer has fully complied with articles V and VII;
(ii) a review of the activities of the Servicer during 1997 and of its
performance under the Agreement has been made under my supervision;
(iii) to the best of my knowledge, based on my review, the Servicer has
fulfilled all its oblications under the Agreement throughout 1997 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>
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
