--------------------------------------
OMB APPROVAL
--------------------------------------
OMB Number: 3235-0063
Expires: May 31, 2000
Estimated average burden
hours per response 1711.00
--------------------------------------
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, 1998
Commission file number 333-32775
THE MONEY STORE TRUST 1998-B (AND THE ORIGINATORS AS LISTED BELOW UNDER A
POOLING AND SERVICING AGREEMENT, DATED AS OF JULY 31, 1998, PROVIDING FOR THE
ISSUANCE OF THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1998-B).
THE MONEY STORE TRUST 1998-B
TMS MORTGAGE INC.
THE MONEY STORE/D.C. INC.
THE MONEY STORE/KENTUCKY INC.
THE MONEY STORE HOME EQUITY CORP.
THE MONEY STORE/MINNESOTA INC.
(Exact name of registrant as specified in its charter)
* *
(State or other jurisdiction (Trust I.R.S. Employer
of incorporation or organization) Identification No.)
707 THIRD STREET, WEST SACRAMENTO, CALIFORNIA 95605
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 617-1000
Securities registered pursuant to section 12(g) of the Act:
* See Schedule A attached hereto.
<PAGE>
Schedule A
State of IRS Employer
REGISTRANT INCORPORATION ID NUMBER
TMS Mortgage Inc. New Jersey 22-3217781
The Money Store/D.C. Inc. D.C. 22-2133027
The Money Store/Kentucky Inc. Kentucky 22-2459832
The Money Store Home Equity Corp. Kentucky 22-2522232
The Money Store/Minnesota Inc. Minnesota 22-3003495
<PAGE>
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 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 10, 1999: 157
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.
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 10, 1999 as to each
Certificateholder of record of more than 5% of the Certificates:
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Bankers Trust Company/ 6,500,000 7.4
Trust Asset-Backed First Union Safekeeping
Certificates, Dealer Clearance
Series 1998-B 16 Wall Street, 5th Floor
Class AF-1 New York, NY 10005
Chase Manhattan Bank 18,000,000 20.5
4 New York Plaza,
13th Floor
New York, NY 10004
State Street Bank and 42,000,000 47.7
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 17,000,000 19.3
303 Peachtree St.,
14th Floor MC#3141
Atlanta, GA 30308
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 3,970,000 6.1
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B
Class AF-2
Bankers Trust Company 24,850,000 38.2
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 5,800,000 8.9
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
The First National 5,450,000 8.4
Bank of Maryland
9th Floor- M/C 109-911
110 So. Paca Street
Baltimore, MD 21201
The Northern Trust Company 4,220,000 6.5
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and 8,300,000 12.8
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 23,350,000 17.7
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B
Class AF-3
Bankers Trust Company 15,340,000 11.6
c/o BT Services Tennessee
Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 29,260,000 22.2
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 7,930,000 6.0
4 New York Plaza,
13th Floor
New York, NY 10004
State Street Bank and 32,195,000 24.4
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Wachovia Bank/Safekeeping 7,500,000 5.7
301 N. Main Street,
NC 31058
Winston-Salem, NC 27150
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 22,342,000 44.7
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AF-4
Boston Safe Deposit and 5,313,000 10.6
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 3,120,000 6.2
4 New York Plaza,
13th Floor
New York, NY 10004
State Street Bank and 3,355,000 6.7
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Wachovia Bank/Safekeeping 7,500,000 15.0
301 N. Main Street,
NC 31058
Winston-Salem, NC 27150
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Boston Safe Deposit and 4,695,000 13.4
Asset-Backed Trust Company
Certificates, c/o Mellon Bank N.A.
Series 1998-B, Three Mellon Bank Center,
Room 153-3015
Class AF-5 Pittsburgh, PA 15259
Firstar Trust Company 2,000,000 5.7
777 E. Wisconsin Avenue
Milwaukee, WI 53202
The Northern Trust Company 2,760,000 7.9
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and 8,850,000 25.3
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Suntrust Bank, Atlanta 5,830,000 16.7
303 Peachtree St.,
14th Floor MC#3141
Atlanta, GA 30308
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 17,500,000 36.5
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AF-6
Bankers Trust Company 7,500,000 15.6
c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 19,850,000 41.4
4 New York Plaza,
13th Floor
New York, NY 10004
<PAGE>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 13,000,000 24.5
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AF-7
Boston Safe Deposit and 12,000,000 22.7
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 19,469,000 36.8
P.O. Box 30576
Tampa, FL 33630-3576
Sei Trust Company 5,000,000 9.4
1 Freedom Valley Drive
Oaks, PA 19456
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 6,075,000 20.9
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AF-8
Bankers Trust Company 10,000,000 34.5
c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 2,000,000 6.9
4 New York Plaza,
13th Floor
New York, NY 10004
Citibank, N.A. 5,000,000 17.2
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and 4,500,000 15.5
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 1,846,000 7.9
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AF-9
Bankers Trust Company 2,869,000 12.3
c/o BT Services
Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and 1,415,000 6.1
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 13,569,000 58.2
4 New York Plaza,
13th Floor
New York, NY 10004
The Northern Trust Company 2,310,000 9.9
801 S. Canal C-IN
Chicago, IL 60607
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Chase Manhattan Bank 228,381,000 43.6
Asset-Backed 4 New York Plaza,
Certificates, 13th Floor
Series 1998-B, New York, NY 10004
Class AV-1
Investors Fiduciary 76,000,000 14.5
Trust Company/SSB
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
State Street Bank and 156,500,000 29.8
Trust Company
Global Corp. Action
Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Chase Manhattan Bank 41,626,000 53.2
Asset-Backed 4 New York Plaza,
Certificates, 13th Floor
Series 1998-B New York, NY 10004
Class AH-1
The Northern Trust Company 35,000,000 44.7
801 S. Canal C-IN
Chicago, IL 60607
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 14,086,000 100%
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B
Class AH-2
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 20,358,000 80.3
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B
Class AH-3
UMB Bank, National 5,000,000 19.7
Association
P.O. Box 419260
Kansas City, MO 64141-6260
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 11,345,000 100%
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B
Class AH-4
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York/ 8,470,000 89.4
Asset-Backed Western Trust Company
Certificates, One Wall Street
Series 1998-B New York, NY 10286
Class AH-5
The First National 1,000,000 10.6
Bank of Maryland
9th Floor- M/C 109-911
110 So. Paca Street
Baltimore, MD 21201
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 8,000,000 61.5
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class AH-6
The Northern Trust Company 4,500,000 34.6
801 S. Canal C-IN
Chicago, IL 60607
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 8,000,000 50.3
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class MH-1
Comerica Bank 2,899,000 18.2
CAP.CHG./Proxy 7CBB/
MC 3530
Detroit, MI 48275-3530
Fleet Bank of 1,000,000 6.3
Massachusetts, N.A.
Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
U.S. Bank National 4,000,000 25.2
Association
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Bank of New York 4,000,000 26.7
Asset-Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Series 1998-B,
Class MH-2
Norwest Bank Minnesota, 10,955,000 73.3
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust The Northern Trust Company 16,396,000 100%
Asset-Backed 801 S. Canal C-IN
Certificates, Chicago, IL 60607
Series 1998-B,
Class BH-1
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 Trust Asset Backed
Certificates, Series 1998-B) and subsidiaries contained in the annual
report on form 10-K for the year ended December 31, 1998 which has
been filed with the SEC by MBIA Inc. on March 24, 1999 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.
<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, 1999.
THE MONEY STORE TRUST 1998-B
TMS MORTGAGE INC.
THE MONEY STORE/D.C. INC.
THE MONEY STORE/KENTUCKY INC.
THE MONEY STORE HOME EQUITY CORP.
THE MONEY STORE/MINNESOTA INC.
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 18
Annual Compliance Certificate 26
Annual Independent Accountant's Report 28
EXHIBIT 13
SERVICER'S CERTIFICATE
In Accordance with Section 6.10 of the Pooling and Servicing Agreement dated as
of July 31, 1998, The Money Store, Inc. reports the following information
pertaining to Series 1998-B, for the calendar year 1998
Per Section 6.10
(IX) Amount of Interest Received:
Pool I 20,370,039.48
Pool II 19,087,439.75
Pool III 10,026,459.78
(XIII) Class "AF-1" Remittance Amount
(A) Current Interest Requirement 1,933,922.08
(B) Principal Distribution Amount 40,052,711.43
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-1" REMITTANCE AMOUNT 41,986,633.51
Class "AF-2" Remittance Amount:
(A) Current Interest Requirement 1,656,145.85
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-2" REMITTANCE AMOUNT 1,656,145.85
Class "AF-3" Remittance Amount:
(A) Current Interest Requirement 3,322,000.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-3" REMITTANCE AMOUNT 3,322,000.00
Class "AF-4" Remittance Amount:
(A) Current Interest Requirement 1,273,958.35
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-4" REMITTANCE AMOUNT 1,273,958.35
Class "AF-5" Remittance Amount:
(A) Current Interest Requirement 907,812.50
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-5" REMITTANCE AMOUNT 907,812.50
Class "AF-6" Remittance Amount:
(A) Current Interest Requirement 1,263,000.00
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-6" REMITTANCE AMOUNT 1,263,000.00
Class "AF-7" Remittance Amount:
(A) Current Interest Requirement 1,467,682.70
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-7" REMITTANCE AMOUNT 1,467,682.70
Class "AF-8" Remittance Amount:
(A) Current Interest Requirement 738,291.65
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-8" REMITTANCE AMOUNT 738,291.65
Class "AF-9" Remittance Amount:
(A) Current Interest Requirement 615,788.40
(B) Principal Distribution Amount 0.00
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS "AF-9" REMITTANCE AMOUNT 615,788.40
Pool I Remittance Amount:
(A) Current Interest Requirement 13,178,601.51
(B) Principal Distribution Amount 40,052,711.43
(C) Principal Not Distributed 0.00
TOTAL POOL I REMITTANCE AMOUNT 53,231,312.94
Class "AV" Remittance Amount:
(A) Current Interest Requirement 12,141,656.80
(B) Principal Distribution Amount 54,834,321.71
(C) Carry Forward Amount 0.00
(D) Monthly Advance for Bankruptcy 0.00
TOTAL CLASS AV REMITTANCE AMOUNT 66,975,978.51
Class "AH-1" Remittance Amount:
(A) Current Interest Requirement 1,794,650.75
(B) Principal Distribution Amount 21,148,690.78
TOTAL CLASS "AH-1" REMITTANCE AMOUNT 22,943,341.53
Class "AH-2" Remittance Amount:
(A) Current Interest Requirement 352,150.00
(B) Principal Distribution Amount 0.00
TOTAL CLASS "AH-2" REMITTANCE AMOUNT 352,150.00
Class "AH-3" Remittance Amount:
(A) Current Interest Requirement 641,346.10
(B) Principal Distribution Amount 0.00
TOTAL CLASS "AH-3" REMITTANCE AMOUNT 641,346.10
Class "AH-4" Remittance Amount:
(A) Current Interest Requirement 291,897.40
(B) Principal Distribution Amount 0.00
TOTAL CLASS "AH-4" REMITTANCE AMOUNT 291,897.40
Class "AH-5" Remittance Amount:
(A) Current Interest Requirement 249,573.95
(B) Principal Distribution Amount 0.00
TOTAL CLASS "AH-5" REMITTANCE AMOUNT 249,573.95
Class "AH-6" Remittance Amount:
(A) Current Interest Requirement 354,846.25
(B) Principal Distribution Amount 0.00
TOTAL CLASS "AH-6" REMITTANCE AMOUNT 354,846.25
Class "MH-1" Remittance Amount:
(A) Current Interest Requirement 437,222.50
(B) Principal Distribution Amount 0.00
TOTAL CLASS "MH-1" REMITTANCE AMOUNT 437,222.50
Class "MH-2" Remittance Amount:
(A) Current Interest Requirement 439,926.25
(B) Principal Distribution Amount 0.00
TOTAL CLASS "MH-2" REMITTANCE AMOUNT 439,926.25
Class "BH" Remittance Amount:
(A) Current Interest Requirement 539,360.10
(B) Principal Distribution Amount 0.00
TOTAL CLASS "BH" REMITTANCE AMOUNT 539,360.10
POOL III Remittance Amount:
(A) Current Interest Requirement 5,100,973.26
(B) Principal Distribution Amount 21,148,690.78
TOTAL POOL III REMITTANCE AMOUNT 26,249,664.04
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 467,846.60
POOL II 477,202.10
POOL III 193,159.68
(B) Contingency fee for the related due period
POOL I 467,846.60
POOL II 477,202.10
POOL III 193,159.68
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 27,045.31
POOL II 26,879.17
POOL III 15,883.59
(D) Amount to be deposited to the insurance account - MBIA
POOL I 217,423.00
POOL II 237,169.00
POOL III 0.00
(E) Trust Administrator Fee
POOL I 10,752.01
POOL II 10,614.53
POOL III 6,847.24
(F) FHA Custodian Fee 156.27
<TABLE>
<CAPTION>
Per Section 6.10 1998-B AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER
(IX) Amount of Interest Received:
<S> <C> <C> <C> <C> <C>
Pool I 3,469,507.76 3,598,114.71 4,526,602.54 4,381,913.63 4,393,900.84
Pool II 3,298,773.03 3,571,938.73 4,220,880.21 3,933,901.67 4,061,946.11
Pool III 2,061,854.53 2,033,995.49 2,054,568.56 1,940,549.15 1,935,492.05
(XIII) Class "AF-1" Remittance Amount
(A) Current Interest Requirement 461,266.67 428,585.05 388,015.34 348,776.77 307,278.25
(B) Principal Distribution Amount 6,234,966.88 7,739,849.51 7,485,894.33 7,917,047.59 10,674,953.12
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-1" REMITTANCE AMOUNT 6,696,233.55 8,168,434.56 7,873,909.67 8,265,824.36 10,982,231.37
Class "AF-2" Remittance Amount:
(A) Current Interest Requirement 331,229.17 331,229.17 331,229.17 331,229.17 331,229.17
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-2" REMITTANCE AMOUNT 331,229.17 331,229.17 331,229.17 331,229.17 331,229.17
Class "AF-3" Remittance Amount:
(A) Current Interest Requirement 664,400.00 664,400.00 664,400.00 664,400.00 664,400.00
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-3" REMITTANCE AMOUNT 664,400.00 664,400.00 664,400.00 664,400.00 664,400.00
Class "AF-4" Remittance Amount:
(A) Current Interest Requirement 254,791.67 254,791.67 254,791.67 254,791.67 254,791.67
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-4" REMITTANCE AMOUNT 254,791.67 254,791.67 254,791.67 254,791.67 254,791.67
Class "AF-5" Remittance Amount:
(A) Current Interest Requirement 181,562.50 181,562.50 181,562.50 181,562.50 181,562.50
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-5" REMITTANCE AMOUNT 181,562.50 181,562.50 181,562.50 181,562.50 181,562.50
Class "AF-6" Remittance Amount:
(A) Current Interest Requirement 252,600.00 252,600.00 252,600.00 252,600.00 252,600.00
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-6" REMITTANCE AMOUNT 252,600.00 252,600.00 252,600.00 252,600.00 252,600.00
Class "AF-7" Remittance Amount:
(A) Current Interest Requirement 293,536.54 293,536.54 293,536.54 293,536.54 293,536.54
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-7" REMITTANCE AMOUNT 293,536.54 293,536.54 293,536.54 293,536.54 293,536.54
Class "AF-8" Remittance Amount:
(A) Current Interest Requirement 147,658.33 147,658.33 147,658.33 147,658.33 147,658.33
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-8" REMITTANCE AMOUNT 147,658.33 147,658.33 147,658.33 147,658.33 147,658.33
Class "AF-9" Remittance Amount:
(A) Current Interest Requirement 123,157.68 123,157.68 123,157.68 123,157.68 123,157.68
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AF-9" REMITTANCE AMOUNT 123,157.68 123,157.68 123,157.68 123,157.68 123,157.68
Pool I Remittance Amount:
(A) Current Interest Requirement 2,710,202.55 2,677,520.94 2,636,951.22 2,597,712.66 2,556,214.14
(B) Principal Distribution Amount 6,234,966.88 7,739,849.51 7,485,894.33 7,917,047.59 10,674,953.12
(C) Principal Not Distributed 0.00 0.00 0.00 0.00 0.00
TOTAL POOL I REMITTANCE AMOUNT 8,945,169.43 10,417,370.45 10,122,845.55 10,514,760.25 13,231,167.26
Class "AV" Remittance Amount:
(A) Current Interest Requirement 2,618,287.35 2,477,397.52 2,508,664.83 2,167,026.74 2,370,280.36
(B) Principal Distribution Amount 6,443,736.90 10,209,956.43 12,112,656.13 11,471,096.95 14,596,875.30
(C) Carry Forward Amount 0.00 0.00 0.00 0.00 0.00
(D) Monthly Advance for Bankruptcy 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS AV REMITTANCE AMOUNT 9,062,024.25 12,687,353.95 14,621,320.96 13,638,123.69 16,967,155.66
Class "AH-1" Remittance Amount:
(A) Current Interest Requirement 400,582.31 381,514.26 359,286.05 337,050.10 316,218.03
(B) Principal Distribution Amount 3,723,621.35 4,340,741.74 4,342,252.79 4,068,101.13 4,673,973.77
TOTAL CLASS "AH-1" REMITTANCE AMOUNT 4,124,203.66 4,722,256.00 4,701,538.84 4,405,151.23 4,990,191.80
Class "AH-2" Remittance Amount:
(A) Current Interest Requirement 70,430.00 70,430.00 70,430.00 70,430.00 70,430.00
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AH-2" REMITTANCE AMOUNT 70,430.00 70,430.00 70,430.00 70,430.00 70,430.00
Class "AH-3" Remittance Amount:
(A) Current Interest Requirement 128,269.22 128,269.22 128,269.22 128,269.22 128,269.22
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AH-3" REMITTANCE AMOUNT 128,269.22 128,269.22 128,269.22 128,269.22 128,269.22
Class "AH-4" Remittance Amount:
(A) Current Interest Requirement 58,379.48 58,379.48 58,379.48 58,379.48 58,379.48
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AH-4" REMITTANCE AMOUNT 58,379.48 58,379.48 58,379.48 58,379.48 58,379.48
Class "AH-5" Remittance Amount:
(A) Current Interest Requirement 49,914.79 49,914.79 49,914.79 49,914.79 49,914.79
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AH-5" REMITTANCE AMOUNT 49,914.79 49,914.79 49,914.79 49,914.79 49,914.79
Class "AH-6" Remittance Amount:
(A) Current Interest Requirement 70,969.25 70,969.25 70,969.25 70,969.25 70,969.25
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "AH-6" REMITTANCE AMOUNT 70,969.25 70,969.25 70,969.25 70,969.25 70,969.25
Class "MH-1" Remittance Amount:
(A) Current Interest Requirement 87,444.50 87,444.50 87,444.50 87,444.50 87,444.50
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "MH-1" REMITTANCE AMOUNT 87,444.50 87,444.50 87,444.50 87,444.50 87,444.50
Class "MH-2" Remittance Amount:
(A) Current Interest Requirement 87,985.25 87,985.25 87,985.25 87,985.25 87,985.25
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "MH-2" REMITTANCE AMOUNT 87,985.25 87,985.25 87,985.25 87,985.25 87,985.25
Class "BH" Remittance Amount:
(A) Current Interest Requirement 107,872.02 107,872.02 107,872.02 107,872.02 107,872.02
(B) Principal Distribution Amount 0.00 0.00 0.00 0.00 0.00
TOTAL CLASS "BH" REMITTANCE AMOUNT 107,872.02 107,872.02 107,872.02 107,872.02 107,872.02
POOL III Remittance Amount:
(A) Current Interest Requirement 1,061,846.81 1,042,778.77 1,020,550.55 998,314.60 977,482.53
(B) Principal Distribution Amount 3,723,621.35 4,340,741.74 4,342,252.79 4,068,101.13 4,673,973.77
TOTAL POOL III REMITTANCE AMOUNT 4,785,468.16 5,383,520.51 5,362,803.34 5,066,415.73 5,651,456.30
(XIX) (A) Servicing Fee for the Related Due Period
POOL I 79,288.02 82,319.88 103,996.92 100,951.95 101,289.83
POOL II 82,555.99 89,430.37 105,555.52 98,121.41 101,538.81
POOL III 39,726.10 39,189.15 39,560.97 37,372.45 37,311.01
(B) Contingency fee for the related due period
POOL I 79,288.02 82,319.88 103,996.92 100,951.95 101,289.83
POOL II 82,555.99 89,430.37 105,555.52 98,121.41 101,538.81
POOL III 39,726.10 39,189.15 39,560.97 37,372.45 37,311.01
(C) Amount to be deposited to the expense account - TRUSTEE
POOL I 5,560.04 5,493.79 5,411.56 5,332.02 5,247.90
POOL II 5,571.55 5,503.08 5,394.60 5,265.91 5,144.03
POOL III 3,312.28 3,250.22 3,177.88 3,105.51 3,037.70
(D) Amount to be deposited to the insurance account - MBIA
POOL I 44,698.00 44,166.00 43,505.00 42,865.00 42,189.00
POOL II 49,161.00 48,557.00 47,599.00 46,464.00 45,388.00
POOL III 0.00 0.00 0.00 0.00 0.00
(E) Trust Administrator Fee
POOL I 0.00 0.00 3,619.51 3,589.06 3,543.44
POOL II 0.00 0.00 3,605.99 3,539.38 3,469.16
POOL III 0.00 0.00 2,315.43 2,285.17 2,246.64
(F) FHA Custodian Fee 78.80 77.47
</TABLE>
By: /s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
EXIHIBIT 20
OFFICER'S CERTIFICATE
I, James Ransom, Chief Accounting Officer of The Money Store Inc., a New
Jersey Corporation (The "Company") do hereby certify that:
1. The Company (as Servicer under the following Pooling and Servicing
Agreements):
A. TMS Home Equity Loan Asset Backed Certificates, Series 1993-B,
under the Pooling and Servicing Agreement dated as of May 31,
1993
B. TMS Home Equity Loan Asset Backed Certificates, Series 1993-C,
under the Pooling and Servicing Agreement dated as of August 31,
1993
C. TMS Home Equity Loan Asset Backed Certificates, Series 1993-D,
under the Pooling and Servicing Agreement dated as of November
30, 1993
D. TMS Home Equity Loan Asset Backed Certificates, Series 1994-A,
under the Pooling and Servicing Agreement dated as of January 31,
1994
E. TMS Home Equity Loan Asset Backed Certificates, Series 1994-B,
under the Pooling and Servicing Agreement dated as of May 31,
1994
F. TMS Home Equity Loan Asset Backed Certificates, Series 1994-C,
under the Pooling and Servicing Agreement dated as of July 31,
1994
G. TMS Home Equity Loan Asset Backed Certificates, Series 1994-D,
under the Pooling and Servicing Agreement dated as of November
30, 1994
H. TMS Home Equity Loan Asset Backed Certificates, Series 1995-A,
under the Pooling and Servicing Agreement dated as of February
28, 1995
I. TMS Home Equity Loan Asset Backed Certificates, Series 1997-A,
under the Pooling and Servicing Agreement dated as of February
28, 1997
J. TMS Home Equity Loan Asset Backed Certificates, Series 1997-B,
under the Pooling and Servicing Agreement dated as of May 31,
1997
K. TMS Home Equity Loan Asset Backed Certificates, Series 1997-C,
under the Pooling and Servicing Agreement dated as of August 31,
1997
L. The Money Store Residential Trust, Series 1997-I, under the
Pooling and Servicing Agreement dated as of August 31, 1997
M. The Money Store Residential Trust, Series 1997-II, under the
Pooling and Servicing Agreement dated as of November 30, 1997
N. TMS Home Equity Loan Asset Backed Certificates, Series 1997-D,
under the Pooling and Servicing Agreement dated as of November
30, 1997
O. TMS Home Equity Loan Asset Backed Certificates, Series 1997-I,
under the Pooling and Servicing Agreement dated as of February
28, 1997
P. TMS Home Equity Loan Asset Backed Certificates, Series 1997-II,
under the Pooling and Servicing Agreement dated as of May 31,
1997
Q. TMS Asset Backed Certificates, Series 1998-A, under the Pooling
and Servicing Agreement dated as of February 28, 1998
R. The Money Store Residential Trust, Series 1998-I, under the Sale
and Servicing Agreement dated as of February 28, 1998.
S. TMS Asset Backed Certificates, Series 1998-B, under the Pooling
and Servicing Agreement dated as of July 31, 1998
T. The Money Store Trust, Series 1998-C, under the Sale and
Servicing Agreement dated as of August 31, 1998
U. TMS Home Improvement Loan Backed Certificates, Series 1998-I,
under the Pooling and Servicing Agreement dated as of August 31,
1998.
has fulfilled all of its obligations pursuant to the above referenced
agreements, as described in Section 7.04 (Annual Statements as to Compliance)
for the period of January 1, 1998 through December 31, 1998, and for those
transactions which closed in 1998, from their closing dates through December 31,
1998
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 1, 1999.
/s/ JAMES RANSOM
------------------------------
James Ransom
Chief Accounting Officer
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
The Money Store Inc.:
We have examined management's assertion about The Money Store Inc.'s (a
wholly-owned subsidiary of First Union National Bank) compliance with the
minimum servicing standards relating to its servicing of mortgage loans set
forth in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the year ended
December 31, 1998 included in the accompanying management assertion. Management
is responsible for The Money Store Inc.'s compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about The Money Store Inc.'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 Money Store Inc.'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 Money Store Inc.'s compliance with the minimum
servicing standards.
In our opinion, management's assertion that, except for noncompliance by The
Money Store Inc. relating to custodial bank account reconciliations and the
titling of custodial bank accounts, The Money Store Inc. complied in all
material respects with the aforementioned minimum servicing standards relating
to its servicing of mortgage loans as of and for the year ended December 31,
1998 is fairly stated, in all material respects.
March 12, 1999
<PAGE>
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, The Money Store Inc. ("the
Company") has complied in all material respects with the minimum servicing
standards relating to its servicing of mortgage loans set forth in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS (USAP).
In 1998, the Company was not in compliance with USAP standard I.1. During 1998,
management of the Company implemented processes and staffing changes to ensure
that custodial accounts met the requirements of USAP standard I.1.. Based on the
method that the Company uses to calculate investor remittances, it is
management's belief that this instance of custodial bank account noncompliance
did not materially affect the accuracy of any amounts remitted to trustees or
investors.
In 1998, the Company was not in compliance with USAP standard I.3., which
requires each custodial account be maintained at a federally insured depository
institution in trust for the applicable investor. While all custodial accounts
are maintained in a federally insured depository institution, some accounts are
lacking the appropriate "in trust for" designations. Management is in the
process of correcting the titling of these accounts.
As of and for the year ended December 31, 1998, the Company had in effect a
fidelity bond policy in the amount of $16 million. The Company had in effect an
errors and omissions policy in the amount of $3 million for the period from
January 1, 1998 to June 30, 1998 and an errors and omissions policy in the
amount of $20 million for the period from July 1, 1998 to December 31, 1998.
/s/ ARTHUR Q. LYON
__________________________________ MARCH 12, 1999
Arthur Q. Lyon, CFO --------------
The Money Store Inc. Date
/s/ RUSSELL B. PLEASANTS
__________________________________ MARCH 12, 1999
Russell B. Pleasants --------------
SVP-Mortgage Loan Servicing Date
The Money Store Inc.
