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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, 1999
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.
/ / Yes /X/ 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 15, 2000: 114
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 15, 2000 as to each
Certificateholder of record of more than 5% of the Certificates:
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust
Asset-Backed Certificates,
Series 1998-B,
Class AF-1
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust
Asset-Backed Certificates,
Series 1998-B,
Class AF-2
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $11,095,000 8.4
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AF-3
Boston Safe Deposit and $18,630,000 14.1
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $9,380,000 7.1
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and $53,780,000 40.7
Trust Company
1776 Heritage Drive
Global Corp. Action Unit
JAB5NW
No. Quincy, MA 02171
Wachovia Bank/Safekeeping $7,500,000 5.7
301 N. Main Street, NC 31058
Winston-Salem, NC 27150
Citibank, N.A. $8,130,000 6.2
P.O. Box 30576
Tampa, FL 33630-1190
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $17,275,000 34.6
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AF-4
Chase Manhattan Bank $3,000,000 6.0
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and $6,674,000 13.3
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
Allfirst Bank $8,821,000 17.6
9th Floor - M/C 109-911
110 South Paca Street
Baltimore, MD 21201
FUNB - Phila. Main $5,000,000 10.0
123 South Broad Street
Philadelphia, PA 19109
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust Boston Safe Deposit and $4,695,000 13.4
Asset-Backed Certificates, Trust Company
Series 1998-B, c/o Mellon Bank N.A.
Class AF-5 Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Firstar Bank, N.A. $2,000,000 5.7
425 Walnut Street
Location CN-WM-06CT
Cincinnati, OH 45201
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
1776 Heritage Dr.
Global Corp. Action Unit
JAB5NW
North Quincy, MA 02171
Suntrust Bank, Atlanta $6,565,000 18.8
303 Peachtree St., 14th Floor
MC#3141
Atlanta, GA 30308
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $17,500,000 36.5
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
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 $16,500,000 34.4
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $13,000,000 24.5
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AF-7
Boston Safe Deposit and $8,800,000 16.6
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
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $9,575,000 33.0
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
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
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust Bankers Trust Company $4,000 ,000 17.1
Asset-Backed Certificates, c/o BT Services Tennessee Inc.
Series 1998-B, 648 Grassmere Park Drive
Class AF-9 Nashville, TN 37211
Chase Manhattan Bank $14,329,000 61.4
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust Chase Manhattan Bank $228,381,000 43.6
Asset-Backed Certificates, 4 New York Plaza, 13th Floor
Series 1998-B, New York, NY 10004
Class AV-1
Investors Fiduciary $76,000,000 14.5
Trust Company/SSB
1776 Heritage Dr.
Global Corp. Action Dept. JAB5NW
North Quincy, MA 02171
State Street Bank and $159,500,000 30.4
Trust Company
1776 Heritage Dr.
Global Corp. Action Unit
JAB5NW
North Quincy, MA 02171
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust Chase Manhattan Bank $41,626,000 53.2
Asset-Backed Certificates, 4 New York Plaza, 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
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $13,086,000 92.9
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AH-2
BostonSafe Deposit and Trust Company $1,000,000 7.1
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $20,358,000 80.3
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AH-3
UMB Bank, National Association $5,000,000 19.7
P.O. Box 419260
Kansas City, MO 64141-6260
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $11,345,000 100%
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AH-4
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust Union Bank of California, N.A. $8,470,000 89.4
Asset-Backed Certificates, P.O. Box 109
Series 1998-B, San Diego, CA 92112-4103
Class AH-5
Boston Safe Deposit and $500,000 5.3
Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $8,000,000 61.5
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class AH-6
The Northern Trust Company $4,500,000 34.6
801 S. Canal C-IN
Chicago, IL 60607
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $8,000,000 50.3
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class MH-1
Comerica Bank $2,899,000 18.2
CAP.CHG./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Fleet National Bank $1,000,000 6.3
Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
U.S. Bank National Association $4,000,000 25.2
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Bank of New York $4,000,000 26.7
Asset-Backed Certificates, 925 Patterson Plank Rd.
Series 1998-B, Secaucus, NJ 07094
Class MH-2
Norwest Bank Minnesota, National $10,955,000 73.3
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
</TABLE>
<TABLE>
<CAPTION>
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
<S> <C> <C> <C>
The Money Store Trust The Northern Trust Company $16,396,000 100%
Asset-Backed Certificates, 801 S. Canal C-IN
Series 1998-B, Chicago, IL 60607
Class BH-1
</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 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 27, 2000 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 14th day of March, 2000.
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/ ARTHUR Q. LYON
--------------------------
Name: Arthur Q. Lyon
Title: Chief Financial Officer
<PAGE>
EXHIBIT INDEX
DESCRIPTION PAGE NUMBER
Annual Statement 13
Annual Compliance Certificate 13
Annual Independent Accountant's Report 14
EXHIBIT 13
SERVICER'S CERTIFICATE
[TO BE FILED BY AMENDMENT]
EXHIBIT 20
OFFICER'S CERTIFICATE
ANNUAL STATEMENT AS TO COMPLIANCE
[TO BE FILED BY AMENDMENT]
EXHIBIT 99
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
The Money Store Inc.
We have examined management's assertion, included in the accompanying management
assertion, that, except for the noncompliance with minimum servicing standard
I.3. described in the third paragraph, The Money Store Inc. (a wholly-owned
subsidiary of First Union National Bank) (the Company) complied with the minimum
servicing standards relating to its servicing of home equity and home
improvement 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, 1999. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on the Company's compliance based on our examination.
Our examination was made in accordance with attestation 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.
Our examination disclosed the following material noncompliance with minimum
servicing standard I.3. applicable to the Company during the year ended December
31, 1999 that requires that each custodial account be maintained in a federally
insured depository institution in trust for the applicable investor. While all
custodial accounts are maintained in a federally insured depository institution,
the accounts are lacking the appropriate "in trust for" designations. Management
corrected the custodial accounts to contain the appropriate "in trust for"
designations in February, 2000.
In our opinion, except for the material noncompliance described in the third
paragraph, the Company complied in all material respects with the aforementioned
minimum servicing standards relating to its servicing of home equity and home
improvement loans as of and for the year ended December 31, 1999.
/s/ KPMG
March 10, 2000
<PAGE>
[OBJECT OMITTED]
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1999, The Money Store Inc. (the
Company) has complied in all material respects with the minimum servicing
standards relating to its servicing of home equity and home improvement loans,
set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), except for the noncompliance
with minimum servicing standard I.3., described in the following paragraph.
The Company was not in compliance with minimum servicing standard I.3., that
requires that 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, the
accounts are lacking the appropriate "in trust for" designations. Management
corrected the custodial accounts to contain the appropriate "in trust for"
designation in February, 2000.
As of and for the year ended December 31, 1999, the Company had in effect
fidelity bond and errors and omissions policies in the amounts of $200 million
and $20 million, respectively.
/S/ ARTHUR Q. LYON MARCH 10, 2000
- -------------------------------------------- --------------
Arthur Q. Lyon Date
Chief Financial Officer
The Money Store Inc.
/S/ RUSSELL B. PLEASANTS MARCH 10, 2000
- ---------------------------------------------- --------------
Russell B. Pleasants Date
Senior Vice President/Manager
The Money Store Inc.
Servicing
707 3RD STREET - WEST SACRAMENTO, CA 95605 - 916/617-2000
