<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to ________
Commission file number 33-96830
A. Full title of plan: The Money Store Profit Sharing Plan
B. Name of issuer of the service held pursuant to the plan and the
address of its principle executive office:
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
- --------------------------------------------------------------------------------
<PAGE>
The Money Store Profit-Sharing Plan
Table of Contents
Page
----
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits with Fund
Information as of December 31, 1998 and 1997 1
Statements of Changes in Net Assets Available for Plan Benefits
With Fund Information for the Years Ended December 31, 1998 and 1997 2-3
Notes to the Financial Statements 4-8
Schedule 1 Assets Held for Investment Purposes as of
December 31, 1998 9
Schedule 2 Reportable Transactions for the Year Ended
December 31, 1998 10
Exhibits:
Exhibit 23 - Independent Auditors' Consent
<PAGE>
Independent Auditors' Report
Board of Trustees
The Money Store Profit-Sharing Plan:
We have audited the accompanying financial statements of The Money Store Profit-
Sharing Plan as of December 31, 1998 and 1997 and for the years then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note (3) to the financial statements, on June 30, 1998, all of
The Money Store's stock was acquired by First Union Corporation. However, The
Money Store continued to maintain responsibility for the Plan through the year
ended December 31, 1998.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Item 27(a)
- - Schedule of Assets Held for Investment Purposes and Item 27(d) - Schedule of
Reportable Transactions as of and for the year ended December 31, 1998 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The fund information
in
<PAGE>
the statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole. The schedule of reportable
transactions that accompanies the Plan's financial statements does not disclose
the historical cost and the net gain or loss of investments sold. Disclosure of
this information is required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974.
Sacramento, California
June 4, 1999
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Federated
Capital Intermediate Income Bernstein
Preservation Bond Fund Fund of Diversified
December 31, 1998 Fund of America America Value Fund
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Investments, at fair market value $ 8,932,625 $ 4,758,389 $10,503,788 $ 924,304
Participant loans
Contributions receivable:
Employer - - - -
----------- ----------- ----------- ---------
Total assets 8,932,625 4,758,389 10,503,788 924,304
Net assets available for ----------- ----------- ----------- ---------
plan benefits $ 8,932,625 $ 4,758,389 $10,503,788 $ 924,304
=========== =========== =========== =========
December 31, 1997
Investments, at fair market value $ 8,223,846 $ 3,945,230 $ 8,634,837 $ -
Participant loans - - -
Contributions receivable:
Employer - - - -
----------- ----------- ----------- ---------
Total assets 8,223,846 3,945,230 8,634,837 -
Net assets available for ------------ ----------- ----------- ---------
plan benefits $ 8,223,846 $ 3,945,230 $ 8,634,837 $ -
=========== =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Putnam Fidelity Putnam
Federated Vista Basic Advisor New
Max - Cap Value Fund Growth Opportunities
Bond Fund Class A Opportunities Fund
---------- ------------ ------------- -------------
December 31, 1998
<S> <C> <C> <C> <C>
Investments, at fair market value $ 2,851,799 $16,229,796 $21,394,987 $ 2,009,079
Participant loans
Contributions receivable:
Employer - - - -
----------- ----------- ----------- -----------
Total assets 2,851,799 16,229,796 21,394,987 2,009,079
Net assets available for ------------ ----------- ----------- -----------
plan benefits $ 2,851,799 $16,229,796 $21,394,987 $ 2,009,079
=========== =========== =========== ===========
December 31, 1997
<S> <C> <C> <C> <C>
Investments, at fair market value $ - $13,407,306 $15,727,763 $ -
Participant loans - -
Contributions receivable:
Employer - - - -
----------- ----------- ----------- -----------
Total assets - 13,407,306 15,727,763 -
Net assets available for ----------- ----------- ----------- -----------
plan benefits $ - $13,407,306 $15,727,763 $ -
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Bernstein
International Federated Participant
Value Company Prime Cash Loan
December 31, 1998 Fund Stock Fund Fund Account
------------- ----------- ---------- --------------
<S> <C> <C> <C> $ -
Investments, at fair market value $ 516,073 $12,458,306 $ 93,819
Participant loans 1,675,352
Contributions receivable:
Employer - - - -
--------- ----------- ----------- -----------
Total assets 516,073 12,458,306 93,819 1,675,352
Net assets available for --------- ----------- ----------- -----------
plan benefits $ 516,073 $12,458,306 $ 93,819 $ 1,675,352
========= =========== ========= ===========
December 31, 1997
<S> <C> <C> <C> <C>
Investments, at fair market value $ - $ 4,935,840 $ 501,229 -
Participant loans - - $ 1,336,766
Contributions receivable:
Employer - - - -
--------- ----------- --------- -----------
Total assets - 4,935,840 501,229 1,336,766
Net assets available for --------- ----------- --------- -----------
plan benefits $ - $ 4,935,840 $ 501,229 $ 1,336,766
========= =========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Other Total
--------- -----------
<S> <C> <C>
December 31, 1998
Investments, at fair market value $ - $80,672,965
Participant loans - 1,675,352
Contributions receivable:
Employer 3,852,068 3,852,068
---------- -----------
Total assets 3,852,068 86,200,385
---------- -----------
Net assets available for plan benefits $3,852,068 $86,200,385
========== ===========
December 31, 1997
<S> <C> <C>
Investments, at fair market value $ - $55,376,051
Participant loans - 1,336,766
Contributions receivable:
Employer 3,749,310 3,749,310
---------- -----------
Total assets 3,749,310 60,462,127
---------- -----------
Net assets available for plan benefits $3,749,310 $60,462,127
========== ===========
</TABLE>
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Federated Putnam Fidelity
Capital Intermediate Income Bernstein Federated Vista Basic Advisor
Preservation Bond Fund Fund of Diversified Max - Cap Value Fund Growth
Fund of America America Value Fund Bond Fund Class A Opportunities
------------ ------------ ----------- ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in the fair market value of
investments $ 315,268 $ 298,960 $ 874,619 $ 88,295 $ 388,044 $ 2,571,156 $ 4,077,718
Interest - - - - -
Participant contributions 1,245,481 765,289 1,532,957 266,270 444,148 2,258,310 3,123,883
Employer contributions 372,097 290,685 570,979 68,905 128,346 875,399 1,198,131
------------------------------------------------------------------------------------------
Total additions 1,932,846 1,354,934 2,978,555 423,470 960,538 5,704,865 8,399,732
Interfund transfers 7,995 54,806 220,384 542,618 1,925,719 (837,943) 136,894
Deductions:
Benefits paid to participants 1,232,062 596,581 1,329,988 41,784 34,458 2,044,432 2,869,402
------------------------------------------------------------------------------------------
Total deductions 1,232,062 596,581 1,329,988 41,784 34,458 2,044,432 2,869,402
Net increase (decrease) 708,779 813,159 1,868,951 924,304 2,851,799 2,822,490 5,667,224
Net assets available for plan
benefits:
Beginning of year 8,223,846 3,945,230 8,634,837 - - 13,407,306 15,727,763
------------------------------------------------------------------------------------------
End of year $8,932,625 $4,758,389 $10,503,788 $924,304 $2,851,799 $16,229,796 $21,394,987
==========================================================================================
<CAPTION>
Putnam Bernstein
New International Company Federated Participant
Opportunities Value Stock Prime Cash Loan
Fund Fund Fund Fund Account Other Total
------------- ------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in the fair market value of
investments $ 272,602 $ (5,023) $ 4,801,186 $ - $ - $ - $13,682,825
Interest - - - 269,438 119,092 - 388,530
Participant contributions 589,572 173,850 - 2,407,840 - - 12,807,600
Employer contributions 178,770 52,934 - 917,004 - 3,852,068 8,505,318
----------------------------------------------------------------------------------------------
Total additions 1,040,944 221,761 4,801,186 3,594,282 119,092 3,852,068 35,384,273
Interfund transfers 1,086,585 338,853 3,031,383 (3,125,469) 367,485 (3,749,310) -
Deductions:
Benefits paid to participants 118,450 44,541 310,103 876,223 147,991 - 9,646,015
----------------------------------------------------------------------------------------------
Total deductions 118,450 44,541 310,103 876,223 147,991 - 9,646,015
Net increase (decrease) 2,009,079 516,073 7,522,466 (407,410) 338,586 102,758 25,738,258
Net assets available for plan
benefits:
Beginning of year - - 4,935,840 501,229 1,336,766 3,749,310 60,462,127
----------------------------------------------------------------------------------------------
End of year $2,009,079 $516,073 $12,458,306 $ 93,819 $1,675,352 $3,852,068 $86,200,385
==============================================================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE MONEY STORE
PROFIT-SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Federated
Capital Intermediate Income Bernstein Federated
Preservation Bond Fund Fund of Diversified Max - Cap
Fund of America America Value Fund Bond Fund
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in the fair market value of
investments $ 87,718 $294,049 $1,466,903 $ - $ -
Interest - - -
Participant contributions 1,133,109 720,688 1,305,908 - -
Employer contributions 426,396 239,182 436,000 - -
--------------------------------------------------------------------
Total additions 1,647,223 1,253,919 3,208,811 - -
Interfund transfers (300,556) (313,386) (83,232) - -
Deductions:
Benefits paid to participants 416,561 170,646 314,020 - -
--------------------------------------------------------------------
Total deductions 416,561 170,646 314,020 - -
Net increase 930,106 769,887 2,811,559 - -
Net assets available for plan
benefits:
Beginning of year 7,293,740 3,175,343 5,823,278 - -
--------------------------------------------------------------------
End of year $8,223,846 $3,945,230 $8,634,837 $ - $ -
============= ============= ============ ============= =============
<CAPTION>
Putnam Fidelity Putnam Bernstein
Vista Basic Advisor New International Company
Value Fund Growth Opportunities Value Stock
Class A Opportunities Fund Fund Fund
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in the fair market value of
investments $ 2,521,398 $ 3,247,796 $ - $ - $ (1,046,244)
Interest - - - - -
Participant contributions 1,884,947 2,490,923 - - 1,569,998
Employer contributions 678,053 884,527 - - 575,685
------------------------------------------------------------------------
Total additions 5,084,398 6,623,246 - - 1,099,439
Interfund transfers (120,953) (69,115) - - 453,981
Deductions:
Benefits paid to participants 493,073 549,511 - - 222,564
------------------------------------------------------------------------
Total deductions 493,073 549,511 - - 222,564
Net increase 4,470,372 6,004,620 - - 1,330,856
Net assets available for plan
benefits:
Beginning of year 8,936,934 9,723,143 - - 3,604,984
------------------------------------------------------------------------
End of year $13,407,306 $15,727,763 $ - $ - $4,935,840
============== ============== ============= ============ ==============
Federated Participant
Prime Cash Loan
Fund Account Other Liabilities Total
---------- ---------- ----- ----------- -----
<S> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation)
in the fair market value of
investments $ - $ - $ - $ - $ 6,571,620
Interest 11,157 85,854 - - 97,011
Participant contributions 353,922 - - - 9,459,495
Employer contributions 130,409 - 3,749,310 - 7,119,562
----------------------------------------------------------------------
Total additions 495,488 85,854 3,749,310 - 23,247,688
Interfund transfers (33,862) 433,261 - 33,862 -
Deductions:
Benefits paid to participants - 24,786 - - 2,191,161
----------------------------------------------------------------------
Total deductions - 24,786 - - 2,191,161
Net increase 461,626 494,329 3,749,310 33,862 21,056,527
Net assets available for plan
benefits:
Beginning of year 39,603 842,437 - (33,862) 39,405,600
---------------------------------------------------------------------
End of year $ 501,229 $1,336,766 $3,749,310 $ - $60,462,127
=============== ============ ============ ========== ==============
3
</TABLE>
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
Notes to Financial Statements
(1) Description of Plan
The Money Store Profit Sharing Plan (the "Plan") is designed to provide
retirement, disability and death benefits to employees of The Money Store
Inc. and subsidiaries (the "Employer" or "Company"). The Plan is a
participant-directed defined contribution plan, to which participants and
the Employer can make contributions to an account held in the participant's
name. Participants in the Plan are permitted to direct the investment of
their Plan accounts into any one or a combination of the following
investments: Federated Capital Preservation Fund, Intermediate Bond Fund of
America, Income Fund of America, Bernstein Diversified Value Fund,
Federated Max-Cap Bond Fund, Putnam Vista Basic Value Fund Class A,
Fidelity Advisor Growth Opportunities, Bernstein International Value Fund,
Putnam New Opportunities Fund, Federated Prime Cash Fund and the Company
Stock Fund. The Company Stock Fund invested in Money Store Common Stock up
through June 30, 1998 (see Note 3 below for discussion of the First Union
merger transaction). Subsequent to June 30, 1998 the Company Stock Fund
invested in First Union Common Stock. The retirement benefit the
participant receives will depend on contributions and investment
performance of the amounts that are in their account. Employees are
eligible for participation after three months of employment, as defined.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, (ERISA). Participants should refer to the
Plan documents for a more complete description of the Plan's provision.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for Plan benefits
and changes in those net assets.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
(c) Investment Valuation
The Plan's investment funds are valued at quoted market prices. Investment
transactions are recorded on a trade-date basis. Participant loans are
valued at cost which approximates fair value.
4
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
Notes to Financial Statements
(3) First Union Merger
On June 30, 1998 First Union Corporation acquired all the outstanding stock
of The Money Store. First Union Corporation is a leading provider of
financial services with assets of $237,000,000,000 at December 31, 1998.
In connection with the above transaction, the 301,437 shares of The Money
Store stock in the Plan at June 30, 1998 were converted to First Union
Common Stock. Consistent with the merger agreement, each share of The Money
Store stock in the Plan was converted to 0.5851 shares or a total of
176,370 shares of First Union Common Stock.
Effective July 15, 1999, The Money Store Profit-Sharing Plan assets and
participant account balances will be merged into the 401(k) plan maintained
by First Union Corporation.
(4) Summary of Principal Provisions
(a) Retirement Benefits
Participants may choose to have their benefits distributed to them in one
of the following ways:
In a lump sum payment of cash; or
In substantially equal monthly, quarterly, or annual installment payments
of cash over a period of years not to exceed the participant's life
expectancy as calculated each year or the joint and last survivor life
expectancy of the participant and his beneficiary, determined in each case
at the earlier of (1) the end of the Plan year in which the employee
attains the age of 70 1/2, or (2) the retirement date. If the participant's
beneficiary is his spouse, the life expectancies may be recalculated each
year.
The benefit to which a participant is entitled is the vested benefit that
can be provided from the participant's account.
(b) Disability Benefits
Any participant who becomes permanently disabled prior to termination of
employment shall become 100% vested in his account.
(c) Death Benefits
The beneficiary of any participant is entitled to 100% of such benefits.
5
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
Notes to Financial Statements
(d) Vesting
All participants are 100% vested in their contributions. A participant
becomes fully vested in employer contributions (see Note 5) after five full
years of credited service, as defined. The vesting period and corresponding
vesting percentages are as follows:
<TABLE>
<CAPTION>
Percentage
Number of Years Vested
---------------------- ----------
<S> <C>
Less than 3 full years 0%
3 full years 25%
4 full years 60%
5 or more full years 100%
</TABLE>
Effective March 1, 1999, all employer matching and discretionary
contributions to the Plan are 100% vested.
(5) Funding Policy
(a) Salary Deferral Contributions
Participants may elect to have salary deferral contributions made by the
Employer to their salary deferral contributions sub-account each Plan
quarter by calling the third party record keeper and electing an amount.
Participants may elect to defer from 1% to 10% of their compensation, as
defined, subject to the annual limits imposed by the Internal Revenue Code.
Participant deferrals are exempt from federal income tax until they are
distributed, but are subject to Social Security Act taxes and may be
subject to state and local taxes where applicable.
(b) Discretionary Matching Employer Contributions
The Employer may, at its discretion and out of net profits of the Company,
make matching employer contributions to the participant's discretionary
matching employer contributions sub-accounts. These contributions are based
upon a percentage of the participant's salary deferral contributions. The
discretionary matching employer contributions for the years ended December
31, 1998 and 1997 were $ 4,653,250 and $3,370,252, respectively, based on
matching percentages of 50% up to 6% of the participants' salary deferral
contributions.
6
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
Notes to Financial Statements
(c) Discretionary Employer Contributions
The Employer may make discretionary contributions out of net profits of the
Company to the participant's discretionary employer contributions sub-
accounts. Contributions, if any, will be made in an amount to be determined
each year by the Board of Directors of the Company. The discretionary
employer contributions for the years ended December 31, 1998 and 1997, were
$ 5,832,068 and $4,649,310, respectively.
(6) Allocation of Contributions and Forfeitures
Employer contributions and allocated forfeitures from discretionary
matching Employer contributions, to which any participant is entitled,
shall be allocated in the same proportion as each participant's
discretionary matching employer contribution bears to the total
discretionary matching employer contribution during the year. Forfeitures
for the years ended December 31, 1998 and 1997 were $ 1,515,139 and
$513,607, respectively. Forfeitures allocated to reduce the discretionary
employer contribution for the years ended December 31, 1998 and 1997 are
$1,980,000 and $900,000, respectively.
The Employer's discretionary contribution each plan year will be allocated
in proportion to the sum of the following amounts for all members eligible
to share for the plan year. First, covered pay above and below the social
security taxable wage base and second, covered pay above the social
security taxable wage base only ("excess pay"). The "excess pay" is counted
twice in the above allocation formula because social security benefits are
not provided on that portion of the participants pay.
(7) Participant Loans
A loan feature of the Plan allows participants to borrow from their vested
account balances for the education of the participant or their dependents,
unusual medical expenses, the purchase or construction of a home or other
severe financial need deemed acceptable. Participants may borrow from their
fund accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participant Loan
account. Loan terms range from 1-5 years or up to 30 years for the purchase
of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined quarterly by the Plan administrator.
Interest rates on current participant loans range from 7% to 12.5%.
Principal and interest is paid ratably through payroll deduction level
payments at least quarterly.
7
<PAGE>
THE MONEY STORE PROFIT-SHARING PLAN
Notes to Financial Statements
(8) Federal Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated December 12, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
(9) Administration Expenses
Administrative expenses rendered on behalf of the Plan were paid by the
Company.
(10) Related Party Transactions
Certain Plan Investments were shares of The Money Store (through June 30,
1998) and First Union Corporation Stock from July 1, 1998 through December
31, 1998. The Money Store Inc. as a separate entity pre-acquisition and as
a subsidiary of First Union Corporation are the Plan sponsors as defined by
the Plan and, therefore these transactions qualify as party-in-interest.
8
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
----------
THE MONEY STORE PROFIT-SHARING PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
Issuer Shares Name of Asset Description Cost Market Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Federated Funds 901174.300 Federated Capital Preservation Fund Preservation Fund $ 9,011,743 $ 8,932,625
American Funds 355649.448 Intermediate Bond Fund of America Income Fund 4,785,319 4,758,389
American Funds 617558.600 Income Fund of America Balanced Fund 10,717,548 10,503,788
Bernstein Funds 33024.460 Bernstein Diversified Value Fund Growth and Income Fund 842,565 924,304
Federated Funds 111674.305 Federated Max-Cap Bond Fund Growth and Income Fund 2,517,731 2,851,799
Putnam Funds 1248202.369 Putnam Vista Basic Value Fund Class A Growth Fund 14,188,962 16,229,796
Fidelity Funds 431599.324 Fidelity Advisor Growth Opportunities Growth Fund 17,366,283 21,394,987
Putnam Funds 33969.393 Putnam New Opportunities Fund Aggressive Growth Fund 1,803,067 2,009,079
Bernstein Funds 28290.577 Bernstein International Value Fund International Fund 553,267 516,073
First Union Corp. 207790.000 Company Stock Fund Company stock 12,681,903 12,458,306
Federated Funds 120166.980 Federated Prime Cash Fund Cash fund 93,819 93,819
Participants Participant Loan Account (421 loans outstanding),* 1,675,352 1,675,352
interest rates ranging from 7.0% to 12.5%
* Party-in-interest
</TABLE>
9
<PAGE>
SCHEDULE 2
----------
THE MONEY STORE PROFIT-SHARING PLAN
Item 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Number of Purchase Number of Selling Gain
Purchases Price Sales Price Cost * (Loss)*
--------- -------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Federated Capital Preservation Fund 98 3,449,448 116 2,661,551 2,661,551 0
Intermediate Bond Fund of America 106 2,365,749 128 1,518,437 1,505,374 13,063
Income Fund of America 112 4,075,479 134 1,695,836 1,579,908 115,928
Bernstein Diversified Value Fund 123 1,183,585 68 358,571 341,020 17,551
Federated Max-Cap Bond Fund 164 2,842,055 57 361,072 324,324 36,748
Putnam Vista Basic Value Fund Class A 97 5,493,157 143 3,948,101 3,417,650 530,451
Fidelity Advisor Growth Opportunities 112 7,138,083 143 4,631,003 3,492,437 1,138,566
Putnam New Opportunities Fund 154 2,265,293 53 519,605 463,373 56,232
Bernstein International Value Fund 104 765,742 52 211,342 212,475 (1,133)
Company Stock Fund 145 7,285,779 111 4,429,631 3,030,164 1,399,467
Federated Prime Cash Fund 162 30,058,068 200 30,465,478 30,465,478 0
</TABLE>
* Cost or basis was computed using either the 12/31/97 average cost per share
for existing funds at 12/31/97 or first-in, first-out (FIFO) costing for the
funds new to the plan in 1998. Actual historical cost and therefore, actual
net gain or loss on investments sold were unable to be obtained.
10
<PAGE>
REQUIRED INFORMATION
The Statement of Net Assets Available for Plan Benefits of the
Plan as of December 31, 1998 and the related Statement of Changes in Net Assets
Available for the Plan Benefits and supplemental schedules for the year ended
December 31, 1998, together with the Independent Auditors' Report and Consent
are attached and filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee under the Plan, which administers the Plan, has duly caused
this annual report to be signed on it's behalf by the undersigned hereunto duly
authorized.
THE MONEY STORE PROFIT SHARING PLAN
By: /s/ Paul Wholley
------------------
Name: Paul Wholley
Title: Vice President-Trust Officer
First Union National Bank
Dated : June 23, 1999
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EXHIBIT 23
Independent Auditors' Consent
Board of Trustees
The Money Store Inc.:
We consent to the incorporation by reference in the Registration Statement (No.
333-53549) on Form S-4 by First Union regarding The Money Store Profit-Sharing
plan (the Plan) of our report dated June 4, 1999, relating to the statements of
net assets available for plan benefits as of December 31, 1998 and 1997 and the
statement of changes in net assets available for Plan benefits for the year
ended December 31, 1998, which report appears in the December 31, 1998 annual
report on Form 11-K of the Plan.
Sacramento, California
June 29, 1999
