SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) June 23, 1997
The Money Store Inc. (as Representative) and TMS
Auto Holdings, Inc. (as Seller) under a Sale and
Servicing Agreement dated as of May 31, 1997 in
connection with the issuance by The Money Store
Auto Trust 1997-2 of Asset Backed Notes and Asset
Backed Certificates.
TMS Auto Holdings,Inc.
The Money Store Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-3405381
New Jersey 333-14075 22-2293022
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
2840 Morris Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (908) 686-2000
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
This Current Report on Form 8-K is being filed to file a copy of the
Consent of Coopers & Lybrand L.L.P., independent accountants, in connection
with the issuance by The Money Store Auto Trust 1997-2 of Asset Backed Notes and
Asset Backed Certificates.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits
Exhibit No.
23.2 Consent of Coopers & Lybrand L.L.P., independent
accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
THE MONEY STORE INC., Representative
TMS AUTO HOLDINGS, INC., Seller
By: /s/ Morton Dear
Name: Morton Dear
Title: Executive Vice President of The
Money Store Inc. and TMS Auto
Holdings, Inc.
Dated: June 18, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
23.2 Consent of Coopers & Lybrand L.L.P., independent
accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated February 3, 1997, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiareis as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
June 23, 1997
New York, New York
