MONEY STORE INC /NJ
8-A12G/A, 1996-10-31
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                  ____________

    
                                    FORM 8-A/A      

                               AMENDMENT NO. 1      
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                              THE MONEY STORE INC.

           (Exact name of the Registrant as specified in its charter)


                          New Jersey                 22-2293022
                 ----------------------------       ------------
                 (State or other jurisdiction of   (I.R.S. Employer
                 incorporation or organization)     Identification No.)


               2840 Morris Avenue, Union, New Jersey      07083
               ----------------------------------------------------
              (Address of principal executive offices)  (Zip Code)



If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.  [_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.  [_]

Securities to be registered pursuant to Section 12(b) of the Act:
        
                                         None.      

Securities to be registered pursuant to Section 12(g) of the Act:
    
     Title of each class                 Name of each exchange on which
     to be so registered                 each class is to be registered
     -------------------                 ------------------------------

$1.72 Mandatory Convertible                        Nasdaq National Market
  Preferred Stock, no par value
     
<PAGE>
 
Item 1.  Description of Registrant's Securities to be Registered.
- ------   ------------------------------------------------------- 

         Reference is hereby made to the description set forth under the caption
"Description of Capital Stock" contained in the Prospectus that forms a part of
the Registration Statement on Form S-3 (No. 33-98972) (the "Registration
Statement") of The Money Store Inc. (the "Registrant"), as declared effective by
the Securities and Exchange Commission (the "Commission") on February 13, 1996,
and which is hereby incorporated by reference, and to the description set forth
under the caption "Description of Preferred Shares" contained in the Prospectus
Supplement to the Prospectus as filed with the Commission on October 23, 1996
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, and
which also is hereby incorporated by reference.

Item 2.  Exhibits.
- ------   -------- 
    
1.   Amendment to the Restated Certificate of Incorporation of The Money Store
     Inc., incorporated hereby by reference to Exhibit 4.1 or the Registrant's
     Form 8-K (Commission File Number 001-10785) as filed with the Commission on
     October 30, 1996.     

2.   Specimen preferred stock certificate of the Registrant, incorporated hereby
     by reference to Exhibit 4.7 of the Registration Statement.

         
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                 THE MONEY STORE INC.



                                 By: /s/ MORTON DEAR
                                     ----------------------------------
                                 Name:  Morton Dear
                                 Title: Executive Vice President and
                                           Chief Financial Officer
 
    
Dated:  October 30, 1996      
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit        Description                                    Page No.
- -------        -----------                                    --------
    
  1.  Amendment to the Restated Certificate of Incorporation 
      of The Money Store Inc. (the "Registrant"), incorporated 
      hereby by reference to Exhibit 4.1 of the Registrant's 
      Form 8-K (Commission File Number 001-10785) as filed with
      the Commission on October 30, 1996.     

  2.  Specimen preferred stock certificate of the Registrant,
      incorporated herein by reference to Exhibit 4.7 of the
      Registration Statement on Form S-3 (No. 33-98972).

          


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