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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 SALE AND SERVICING
AGREEMENT, DATED AS OF NOVEMBER 30, 1997 PROVIDING FOR THE ISSUANCE
OF THE MONEY STORE RESIDENTIAL TRUST SERIES 1997-II).
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 68-0405089
(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
PART I
ITEM 1. BUSINESS
Omitted.
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:
53
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Omitted.
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.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
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 Amount of % of Class
Owner Security of
Beneficial Owner
<S> <C> <C> <C>
The Money Store Bankers Trust Company 4,500,000 8.9
Residential Trust, c/o BT Services Tennessee
Series 1997-II, 648 Grassmere Park Drive
Class A-1 Nashville, TN 37211
Boston Safe Deposit and Trust
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center, 5,000,000 9.9
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 2,500,000 5
4 New York Plaza, 13th Floor
New York, NY 10004
Corestates Bank, N.A. 4,644,000 9.2
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
PNC Bank, National Association 4,000,000 7.9
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Republic National Bank of 11,000,000 21.8
New York
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
SSB Custodian 14,300,000 28.3
Global Corp. Action. Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
The Money Store Chase Manhattan Bank 1,400,000 7.9
Residential Trust, 4 New York Plaza, 13th Floor
Series 1997-II, New York, NY 10004
Class A-2
Citibank, N.A. 3,910,000 21.9
P.O. Box 30576
Tampa, FL 33630-3576
Comerica Bank 6,125,000 34.3
CAP.CHG./Proxy 7
CBB/MC 3530
Detroit, MI 48275-3530
SSB Custodian 3,000,000 16.8
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 2,750,000 15.4
303 Peachtree St.,
14th Floor MC#3141
Atlanta, GA 30308
The Money Store The Bank of New York 3,000,000 24.4
Residential Trust, 925 Patterson Plank Rd.
Series 1997-II, Secaucus, NJ 07094
Class A-3
LBI-Lehman 2,281,000 18.2
Government Securities Inc.
(LBI)
200 Vesey Street
New York, NY 10285
The Northern Trust Company 6,034,000 48.1
801 S. Canal C-IN
Chicago, IL 60607
The Money Store The Bank of New York 4,450,000 26.7
Residential Trust, 925 Patterson Plank Rd.
Series 1997-II, Secaucus, NJ 07094
Class A-4
Boston Safe Deposit and Trust 1,335,000 8
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank, Trust 1,160,000 7
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 820,000 5
P.O. Box 30576
Tampa, FL 33630-3576
National City Bank 1,210,000 7.3
1900 East 9th Street
Cleveland, OH 44114
The Northern Trust Company 810,000 5
801 S. Canal C-IN
Chicago, IL 60607
Union Bank of California, N.A. 1,190,000 7.2
P.O. Box 109
San Diego, CA 92112-4103
U.S. Bank National Association 4,172,000 25
Ice Proxy Services
c/o Ice Proxy Services
71 Executive Boulevard
Farmingdale, NY 11735
The Money Store The Bank of New York 4,352,000 8.8
Residential Trust, 925 Patterson Plank Rd.
Series 1997-II, Secaucus, NJ 07094
Class M-1
Boston Safe Deposit and 8,250,000 16.6
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 10,500,000 21.2
4 New York Plaza, 13th Floor
New York, NY 10004
Corestates Bank, N.A. 13,440,000 27.1
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
Deutsche Morgan Grenfell 10,000,000 20.2
1251 6th Avenue
New York, NY 10020
The Money Store Citibank, N.A. 6,087,000 44
Residential Trust, P.O. Box 30576
Series 1997-II, Tampa, FL 33630-3576
Class M-2
Star Bank, National 7,750,000 56
Association, Cincinnati
P.O. Box 1118
Mail Location 6120
Cincinnati, OH 45201-1118
The Money Store Citibank, N.A. 3,789,000 38.7
Residential Trust, P.O. Box 30576
Series 1997-II, Tampa, FL 33630-3576
Class B
Salomon Brothers Inc. 6,000,000 61.3
8800 Hidden River
Parkway
Tampa, FL 33637
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) None
(B)-(D) Omitted.
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.
<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 11
Annual Compliance Certificate 13
Annual Independent Accountant's Report 14
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 Resid 1997-II, for the calendar year 1997:
(IX) Amount of Interest Received 1,036,228.43
(XIII) Class "A-1" Remittance Amount
(A) Current Interest Requirement 280,652.17
(B) Principal Distribution Amount 1,350,423.40
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "A-1" REMITTANCE AMOUNT 1,631,075.57
Class "A-2" Remittance Amount:
(A) Current Interest Requirement 99,559.83
(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 99,559.83
Class "A-3" Remittance Amount:
(A) Current Interest Requirement 70,246.81
(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 70,246.81
Class "A-4" Remittance Amount:
(A) Current Interest Requirement 102,731.50
(B) Principal Distribution Amount
(C) Carry Forward Amount
(D) Monthly Advance for Bankruptcy
TOTAL CLASS "A-4" REMITTANCE AMOUNT 102,731.50
Class A Remittance Amount:
(A) Current Interest Requirement 553,190.32
(B) Principal Distribution Amount 1,350,423.40
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS A REMITTANCE AMOUNT 1,903,613.72
Class M-1 Remittance Amount:
(A) Current Interest Requirement 87,807.30
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS M-1 REMITTANCE AMOUNT 87,807.30
Class M-2 Remittance Amount:
(A) Current Interest Requirement 90,055.81
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS M-2 REMITTANCE AMOUNT 90,055.81
Class M Remittance Amount:
(A) Current Interest Requirement 177,863.11
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS M REMITTANCE AMOUNT 177,863.11
Class B Remittance Amount:
(A) Current Interest Requirement 70,113.71
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS B REMITTANCE AMOUNT 70,113.71
Aggregated Remittance Amount:
(A) Current Interest Requirement 801,167.13
(B) Principal Distribution Amount 1,350,423.40
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL REMITTANCE AMOUNT 2,151,590.53
(XIX) (A) Servicing Fee for the Related Due Period 18,775.35
(B) Contingency fee for the related due period 18,775.35
(C) Amount to be deposited to the expense
account - TRUSTEE 6,750.00
(D) FHA Premium Account 970.55
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. The Money Store Residential Trust, Series 1997-I, under the
Pooling and Servicing Agreement dated as of August 31, 1997;
B. The Money Store Residential Trust, Series 1997-II, under the
Pooling and Servicing Agreement dated as of November 30,
1997;
has fulfilled all of its obligations pursuant to the above referenced
agreements, as described in Section 5.04 (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 5.04 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
