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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 333-60771
THE MONEY STORE INC. (AS REPRESENTATIVE UNDER A POOLING AND SERVICING
AGREEMENT, DATED AS OF AUGUST 31, 1998 PROVIDING FOR THE ISSUANCE OF THE MONEY
STORE HOME IMPROVEMENT LOAN CERTIFICATES SERIES 1998-I).
THE MONEY STORE HOME IMPROVEMENT TRUST 1998-I
TMS MORTGAGE INC.
THE MONEY STORE/D.C. INC.
THE MONEY STORE/KENTUCKY INC.
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
* See Schedule A attached hereto.
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>
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.
|_| 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: 9
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
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 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 The Bank of New York $31,500,000 20.3
Home Improvement Trust, 925 Patterson Plank Rd.
Series 1998-I, Secaucus, NJ 07094
Class AH
State Street Bank $25,000,000 16.1
and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit
JAB5NW
No. Quincy, MA 02171
Chase Manhattan Bank $70,000,000 45.1
4 New York Plaza, 13th Floor
New York, NY 10004
Merrill Lynch, Pierce Fenner & Smith $25,750,000 16.6
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust First Union National Bank $16,750,000 100%
Home Improvement Trust, Funds Mgt. II
Series 1998-I, First Union Capital Markets
Class MH-1 8739 Research Drive
Charlotte, NC 28262-0675
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust Citibank, N.A. $15,250,000 100%
Home Improvement Trust, P.O. Box 30576
Series 1998-I, Tampa, FL 33630-3576
Class MH-2
Amount of
Name and Address of Security of
Title of Class Beneficial Owner Beneficial Owner % of Class
The Money Store Trust First Union Securities, Inc. $12,750,000 100%
Home Improvement Trust, 8739 Research Blvd.
Series 1998-I, Charlotte, NC 28262-0675
Class BH
</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. 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 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 April, 2000.
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 7
Annual Compliance Certificate 7
Annual Independent Accountant's Report 8
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>
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 o West Sacramento, CA 95605 o 916/617-2000
